Articles of Association

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1 INTERNATIONALER MUSIKBUND CONFÉDÉRATION INTERNATIONALE DES SOCIÉTÉS MUSICALES INTERNATIONAL CONFEDERATION OF MUSIC SOCIETIES Articles of Association Adopted on 13 August 1949 (in Ostend) 14 November 1964 (in Freudenstadt) 19 October 1981 (in Luxembourg) 13 October 1994 (in Paris) 20 October 1995 (in Maribor) 8 October 1999 (in Ostend) 13 October 2000 (in Prague) 11 October 2001 (in Valencia) 16 October 2004 (in Luxembourg) 1 October 2006 (in Sopron) 4 September 2009 (in Moscow) ( _DV Moscou_F) The International Confederation of Music Societies (CISM) is committed to equality between men and women. Any use of the masculine form merely reflects the need for linguistic simplification. Article 1 Name, registered office, nature and term of the organisation 1.1. The International Confederation of Musical Societies, hereinafter called CISM, is an organisation that is the voluntary union of national, regional and local wind music federations, organisations and institutions of Europe, having shared goals in their respective musical disciplines The registered office of the CISM is at Hôtel de Ville, 21 rue Théo Bachmann SAINT LOUIS - France - In the absence of other regulatory provisions, the address for correspondence is that of the registered office The CISM does not pursue political or religious goals and is characterised by its neutral position in those areas. It has no vested interests and operates on a non-profit basis The term of the organisation is unlimited. The administrative year is the calendar year The organisation will be registered with the court of MULHOUSE - FRANCE - It is governed by these articles of association and articles 21 to 79 of the local civil code applicable in the French departments of the Upper Rhine, the Lower Rhine and Moselle The mission of the CISM is to: Article 2 Objectives, mission a) Preserve, maintain and develop the culture of wind music b) Identify and promote noteworthy compositions and literature c) Defend the common interests of affiliated organisations on the European and international level

2 d) Encourage communication and the exchange of information between members e) Promote high-quality musical teaching for wind instruments f) Foster or even take the initiative of organising international meetings, particularly in the area of youth exchange g) Promote cultural understanding between peoples 2.2. The objectives are to be achieved by: a) Organising technical conferences and seminars for composers, directors, jury experts, youth monitors and other staff of affiliated organisations and members. b) Establishing contest regulations and guidelines for defining reference musical qualities and performance. c) Organising wind music events on the European level (festivals, competitions, concerts) d) Maintaining an information centre for the parties concerned by wind music (register of works, list of experts, teaching centres) e) Offering distinctions to persons and institutions, such as for personalities from affiliated member organisations, for their merit and exceptional work in favour of wind music. 3.1 The CISM offers the following affiliations: Article 3 Affiliation Ordinary members a) National wind music federations b) Regional and local federations that are not affiliated to any national federation that is itself an affiliate. c) Wind music teaching institutions and centres with a national and international influence. The membership application shall be submitted through the national federation if possible. Affiliations existing before this amendment of 4 September 2009 shall be maintained. In the event of the subsequent affiliation of a national organisation, a regional organisation of which is already a member of CISM, the latter shall retain its status as affiliate member of the CISM. In cases (b) and (c), the interested national federations shall be informed, in order to obtain their notice. Delegates at a meeting shall take due account of the same in their decision to admit a new member. Requests for ordinary membership shall be sent to the Management Committee. Admission shall be decided as recommended by the Committee, by the delegates at the next meeting Observers European, national or regional wind music federations that show interest in membership as ordinary members after a definite period (applicants) may be admitted as observers. They shall be entitled to a single period of affiliation limited to two years. After that period, their affiliation shall either change into ordinary membership according to art of the articles or be terminated. Any requests for membership as an observer shall be submitted in writing to the Management Committee. As recommended by the Management Committee, delegates at the next meeting shall decide whether to grant admission Benefactors Benefactors are natural persons or legal entities that support the CISM materially and by ideal. They shall be admitted according to applicable regulations. 2

3 Honorary members The quality of honorary member may be bestowed by delegates at a meeting as suggested by the Management Committee upon natural persons who have rendered eminent services to the CISM. There are no other honorary titles Loss of membership may result from: a) Exclusion b) Voluntary resignation 3.3. Voluntary resignation shall be notified with at least six months notice before the end of the administrative year Following voluntary resignation, the obligations towards the CISM shall be completely fulfilled. Article 4 Obligations and rights 4.1. All members agree to support the objectives and goals of the CISM within their organisations and in their public relations. They shall abide by the decisions of the Management Committee and delegates at meetings All ordinary members shall be entitled to propose members in the bodies of the CISM Affiliated organisations shall pay their fees as decided by delegates at meetings within 30 days of receipt of the invoice New members shall pay half their fees if they not admitted before 1 July of the year of affiliation Observers shall have the same rights and obligations as ordinary members; however, they shall not be entitled to vote at elections according to 4.2. of the articles. They shall pay reduced fees Honorary members and benefactors shall not pay membership fees. Article The bodies of the CISM are: Bodies Delegates at meetings Management Committee Account auditors Meetings of delegates Article 6 Composition 6.1. Meetings of delegates are the supreme body of the CISM. They are made up of: Delegates of ordinary members Delegates of observers Management Committee Account auditors Honorary members Benefactors Article 7 Voting rights 7.1. Each affiliated voluntary organisation or other body that is an ordinary member shall have at least three votes. 3

4 The body shall have one additional voice for each lot of 1000 societies or organisations affiliated with it, up to a maximum of 5 votes in all. 7.2 Voting rights shall be reserved for members who have paid all their fees no later than during the current annual meeting. 7.3 The members of the Management Committee and the account auditors shall have no voting rights. They may however exercise voting rights on behalf of their member organisation or body if they have been given powers for the same. 7.4 Voting rights may be exercised by one or more representatives with proxy from ordinary members. 7.5 Honorary members and benefactors may take part in debates in an advisory capacity. Where applicable, they may exercise voting rights on behalf of their member organisation or body if they have been given powers for the same Meetings of delegates shall be held once a year. Article 8 Notice of meetings 8.2. Meetings of delegates shall be called with at least three months notice and the notice shall be accompanied by the agenda If justified by an important reason, the Management Committee may call an extraordinary meeting of delegates along with the agenda. Notice of the same shall be given at least a month in advance The Management Committee shall call an extraordinary meeting of delegates if, upon the presentation of an agenda, that is requested by half the ordinary members. In accordance with art. 17.4, the auditors of accounts may also ask for the calling of an extraordinary general meeting One month before the meeting, ordinary members shall submit to the Chairman of the Management Committee their suggestions, modifications or additions relating to the agenda. Article 9 Duties of delegates at meetings 9.1. In the absence of other provisions, the Chairman of the Management Committee shall chair the meeting. The minutes shall be kept by the person appointed by members at the meeting The duties of delegates at meetings particularly include the following: 1. Electing voting scrutineers and approving the agenda 2. Approving the minutes of the last meeting of delegates 3. Approving the reports from the Management Committee and technical bodies 4. Approving the annual accounts 5. Approving the report and the proposal of the account auditors 6. Giving discharge to the Management Committee 7. Amending the articles and directorial management regulations 8. Electing the Management Committee 9. Electing the account auditors 10. Adopting the annual musical programme and the annual administrative programme 11. Setting the membership fees 12. Adopting budgets 13. Making decisions about the suggestions of members 14. Making decisions about the suggestions of the Management Committee 15. Admitting new members 16. Excluding members 17. Setting the place and time of the next meeting of delegates 18. Honouring deserving persons and naming the honorary members 4

5 Article10 Quorum With the exception of the case in article 11.6, proceedings of delegates at meetings shall be valid with the number of votes of the delegates present. Article 11 Voting 11.1 Voting shall be by show of hands, except if a majority of the votes expressed asks for voting by secret ballot Abstention shall be considered to be an unexpressed vote Decisions with the exception of cases provided under article shall be made by a simple majority of duly expressed votes. If the number of votes is equal, the proposition put to the vote shall be considered to be rejected Decisions may only be made within the limits of the set agenda. Propositions that are not on the agenda may only be addressed with an initial vote showing the consent of a twothirds majority of the delegates present Decisions relating to the amendment of articles or the winding up of the CISM shall require a three-fourths majority of duly expressed votes Winding up shall require the presence of at least half the members. Article 12 Elections 12.1 Delegates at meetings shall appoint an election commission of scrutineers, made up of a chairman, two assessors and a substitute. The members of the election commission may not be elected to the bodies that are the subject of the elections by delegates at meetings Voting shall be by secret ballot, except if a majority of the expressed votes of delegates present requests public voting (by show of hands) The candidates who secure an absolute majority in the first round and a simple majority in the second round shall be considered to be elected Abstention shall not be considered to be a vote Only the candidates proposed by an ordinary member shall be eligible. As far as possible, members shall be required to notify the Chairman of the Management Committee on time of their proposed candidates. Only candidates with adequate technical competency for the fulfilment of their duties in the relevant area shall be designated As a general rule, only one representative per affiliated organisation or body may be a member of the Management Committee The members of the Management Committee shall be elected separately to their position. If several propositions are made, candidates with an absolute majority and the largest number of votes shall be elected. In the second round, candidates with the largest number of votes shall be elected Elected officials shall be required to accept election verbally. Management Committee 5

6 Article 13 Composition 13.1 The Management Committee shall be made up of five members It shall include: The Chairman The Vice Chairman The Music Director The Finance & Accounting Director The PR & Communications Director 13.3 The Management Committee shall be elected for a period of four years Members of the Management Committee may be re-elected. However, the total term shall be limited to three successive electoral terms If a member of the Management Committee leaves the Committee before the end of their term, delegates at the next meeting shall appoint a replacement member for the remainder of the electoral term. Article 14 Tasks of the Management Committee 14.1 The Management Committee shall carry out the decisions of delegates at meetings The Chairman shall chair the meetings of the Management Committee and the meetings of delegates. The Chairman may be represented by the Vice Chairman The Management Committee may appoint the Vice Chairman for the execution of special tasks The Management Committee shall carry out its tasks in accordance with the directorial regulations approved by delegates at meetings. The members of the Management Committee shall represent the Confederation in relation to outside parties and shall particularly handle contacts with associate members The Management Committee shall meet once a year as a minimum. Article 15 Signature Legal signing powers shall be reserved for the Chairman of the CISM with at least one member of the Management Committee. Article 16 Technical areas Depending on the management regulations approved by delegates at meetings, the members of the Management Committee shall be responsible for executing the tasks in their respective fields The Management Committee may delegate executive activities by appointing external parties. However, it shall retain the responsibility for the conformity and proper performance of the matters delegated The auditing body shall be made up of the following: - First auditor - Second auditor - Substitute auditor They shall have a term of one year. Article 17 Account auditors 17.2 Every year, delegates at meetings shall generally appoint the substitute auditor, while the first auditor shall leave 6

7 their position, the second auditor shall become the first auditor and the substitute for the period elapsed shall become the second auditor The account auditors shall audit the financial statements and movements of funds from the formal and real standpoints. They shall verify the availability of funds in accordance with the accounts. They shall prepare a written report and formulate propositions for members at meetings If the account auditors observe repeated irregularities, they may ask the Management Committee to call an extraordinary meeting of delegates. They may call the meeting themselves if their request is not heeded by the Management Committee. Article The revenue of the CISM shall be made up of: Finance Annual membership fees Interest from financial investment Result of publications and sale of equipment Share in the profits made during events Subsidies, deficit guarantees and grants Voluntary contributions, donations and inheritances Contributions from sponsors, contributions from benefactors and specific attributions 18.2 The expenses shall be those generated for the fulfilment of the missions of the CISM As regards commitments to third parties, with the exception of personal misconduct, illegal behaviour or proven negligence, the CISM shall only be liable within the limits of its assets. Article 19 General 19.1 The members shall remain independent in their organisation, constitution and structures The organisation of a musical event by the CISM as part of an event of a member shall require the consent of the member concerned The official languages at delegates at meetings shall be German, French and English The decisions of the organisation shall be drafted in German, French and, if needed, in English In the event of a problem in the interpretation of these articles, the German version shall be the authentic text Any loss of membership shall not entitle a member to compensation In case of winding up of the CISM, after the fulfilment of all existing obligations, its assets shall be handed over to a social institution identified by delegates at their last meeting. Article 20 Effective date The aforementioned articles, approved by the delegates at the meeting of 4 September 2009 in Moscow, shall become effective on this day and shall replace the previous articles of the CISM. Chairman of the Management Committee Vice-President of the Management Committee 7

8 EXECUTED IN SAINT LOUIS on 4 SEPTEMBER

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