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NATS Code of Ethics and Bylaws

New Code of Ethics approved by the NATS Board of Directors in June, 2006, and accepted by the membership in December, 2006.

This Code of Ethics is established by NATS in order that its members may understand more clearly their ethical duties and obligations to their students, other teachers, and the general public, as well as to promote cooperation and good fellowship among the members.

  1. Personal Ethical Standards
    1. Members will strive to teach with competence through study of voice pedagogy, musicianship, and performance skills.
    2. Members will present themselves honestly, in a dignified manner, and with documented qualifications: academic degrees, professional experience, or a combination of both.
    3. Members will faithfully support the Association and are encouraged to participate in its activities.

  2. Ethical Standards Relating to Students
    1. Members will respect the personal integrity and privacy of students unless the legal or academic system requires disclosure.
    2. Members will treat each student in a dignified and impartial manner.
    3. Members will clearly communicate all expectations of their studios including financial arrangements.
    4. Members will respect the student's right to obtain instruction from the teacher of his/her choice.
    5. Members will offer their best voice and music instruction and career advice to all students under their instruction. They will complete the full number of lessons and amount of time paid for by each student in accordance with studio policies.
    6. Members will not make false or misleading statements regarding a student's hopes for a career or guarantees of performances or favorable contracts.

  3. Ethical Standards Relating to Colleagues
    1. Members will refrain from making false claims regarding themselves or their students and from making false or malicious statements about colleagues or their students.
    2. Members will not, either by inducements, innuendoes, or other acts, proselytize students of other teachers.
    3. Members will render honest and impartial adjudication at NATS auditions and/or NATS competitions and students will not be requested to disclose names of present or former teachers until after the event.
    4. Members will disclose at NATS events the name of a student's previous voice teacher if the student has studied with the current teacher for less than eight months.
    5. When a member's expertise warrants collaboration, members will work collegially with other professionals (i.e., voice therapists, speech pathologists, and medical practitioners).
    6. Rules and regulations of any accredited academic institution take precedence over the NATS Code of Ethics, should there be a conflict.

NATIONAL ASSOCIATION OF TEACHERS OF SINGING, INC. BYLAWS

ARTICLE I (Title, Organization, and Administrative Plan)

Section 1. Title.
The name of the corporation shall be National Association of Teachers of Singing, Inc., hereinafter referred to as the Association.

Section 2. Organization.
The Association shall be designated as a nonprofit, educational association, organized under the 'General Not for Profit Corporation Act' of the State of Illinois.

Section 3. Publications.
The official publication of the Association shall be the Journal of Singing. The intra-organizational publication shall be Inter Nos. The official website of the Association shall be NATS Online.

Section 4. Administration.
The property, funds, and affairs of the Association shall be controlled and managed by a Board of Directors, hereinafter referred to as the Board, consisting of the president, past president, president elect, vice presidents, secretary/treasurer, and all regional governors. The executive director, the international coordinator, the editor of the Journal of Singing, and the webmaster will serve as ex-officio members of the Board. Ex-officio members have voice, but may not vote or enter motions.

ARTICLE II (Offices)

The registered office of the corporation shall be in the City of Chicago, County of Cook, and State of Illinois. The address of the registered office may be changed from time to time by the Board.

ARTICLE III (Purposes)

The Association is organized for these purposes: To encourage the highest standards of the vocal art and of ethical principles in the teaching of singing; and to promote vocal education and research at all levels, both for the enrichment of the general public and for the professional advancement of the talented.

ARTICLE IV (Corporate Seal)

The Association shall have a corporate seal, which shall have inscribed thereon the name of the corporation, the words "Corporate Seal" and "December 1944." Said seal shall be kept in the executive office by the executive director of the Association.

ARTICLE V (Members)

Section 1. Classes of Members.
The Association shall be open to all persons regardless of national origin or citizenship. There shall be four membership classifications:
  1. Full members must be persons of known personal probity whose professional training and/or experience qualify them to be teachers of singing or vocal coaches. Full members have full power of vote and may hold office at any level.
  2. Emeritus members are active NATS members who have attained their sixty-eighth birthday and have been members in good standing for at least twenty years. Requests for this membership status must be sent to the executive director. Emeritus members are not required to pay dues. They have full power of vote, but may hold office only at the chapter level.
  3. Associate members must be persons of known personal probity who are beginning teachers of singing with professional training. Associate members have full power of vote, but may hold office only at the chapter level.
  4. Affiliate membership may be held by individuals in related fields, by institutions such as schools, colleges, and universities, and by business firms associated with music. Affiliate members may not vote or hold office at any level.
Section 2. Election of Members.
  1. Applications for membership must be completed and signed by the applicants, specifying citizenship, residence, professional training and activities, teaching experience, and other pertinent data, and shall be accompanied by a letter of recommendation for membership from at least one member in good standing. Applicants must also pledge in writing their acceptance of and conformance with the Code of Ethics adopted by the Association.
  2. Applications for all membership classifications shall be submitted through the Association's executive office to the vice president for membership, who shall act with the membership committee in approving all properly qualified applicants. The Board shall have power of review over all membership applications.
  3. Election to membership shall be complete upon payment of prescribed dues.
Section 3. Suspension or Termination of Membership.
All members of NATS pledge adherence to the NATS Code of Ethics at time of application. Charges of violation of the Code of Ethics, or of conduct detrimental to the welfare and best interests of the Association may be brought against a member by written report of any three members in good standing. Said report shall be submitted to the president of the Association, who shall present it to the Ethics Committee for resolution. In the event that the Ethics Committee is unable to resolve the charges, the president of the Association shall present the case to the Board for a hearing. The accused party(ies) shall be given a thirty days notice of the hearing plus the opportunity to appear in person and/or be represented. At least one member of the Ethics Committee shall attend said hearing. The Board holds the right to suspend or expel a member, based on the results of that hearing.

Section 4. Resignations.
Members in good standing may resign from the Association with that status by submitting letters of resignation to the executive director, who will remove those members from the active membership roll.

Section 5. Reinstatement.
  1. Members who resign in good standing may reactivate their memberships by requesting such action and sending a check for current dues to the executive director.
  2. Members who have been dropped for non-payment of dues may reactivate their memberships by requesting such action and sending a check for current dues plus a processing fee to the executive director.
Section 6. Leaves of Absence.

Leaves of absence, with waiver of dues, for out-of-country professional activity extending over a period of time of more than a year shall be granted when proper documentation of such activity is submitted to the executive director.

ARTICLE VI (Meetings of Members)

Section 1. Meetings and Notice.
The Association shall meet in convention, including a General Business Meeting, upon call of the president at a time and place determined by the Board. Notice of such meetings must be mailed to all members at least sixty days before the date of said meeting.

Section 2. Manner of Acting.
At any General Business Meeting of the Association each full member, emeritus member, and associate member in good standing shall be entitled to vote.

Section 3. Voting by Mail.
When necessary, a vote of the Association may be taken by mail, but said vote will be valid only upon receipt of ballots from at least five percent of the Association membership franchised to vote.

Section 4. Quorum.
Fifty (50) members of the Association in good standing, including at least four Association officers, shall constitute a quorum at the General Business Meeting of the Association.

ARTICLE VII (Chapters)

Section 1. Establishing a Chapter.
Ten or more active members of the Association may petition the Board for a chapter charter for their geographic area. Chapter membership shall not be restricted by regional or district boundaries, but chapters must fall within the United States and Canadian boundaries.

Section 2. Chapter Policies and Procedures.
Chapters will establish their own bylaws and operating procedures within the limits of these national bylaws.

Section 3. Chapter Officers.
Chapters will be responsible to elect officers and to report annually the name and full address of each elected officer to the regional governor and the executive director.

Section 4. Student Chapters.
A full or associate NATS member in good standing may petition the Vice President for Discretionary Funds & Field Activities on behalf of a group of students to grant a student NATS chapter charter, in accordance with the procedures and requirements prescribed by the Board. Student NATS members shall have such rights and privileges as may be granted by the Board, provided that no such rights or privileges shall include those reserved for full, associate, affiliate and emeritus NATS members.

ARTICLE VIII (Districts and Regions)

Section 1. Regional Governors.
There shall be a governor for each designated region of the Association who shall be elected by the membership of that region by vote. Regional governors shall serve for two years and may succeed themselves once.
  1. Regional governors shall have direct responsibility over the affairs of their regions and for the coordination and operation of the districts falling within their regional boundaries according to these bylaws.
  2. Regional governors are empowered to appoint district governors and those regional officers that seem necessary for the successful operation of regional activities. Regional governors shall have an annual fund from the Association for the carrying out of their responsibilities.
  3. The regional governor may appoint a regional cabinet made up of present officers at all levels and past regional governors who reside within the region. This cabinet shall act as a regional board and assist the governor in proper administration of the region.
  4. Prior to the end of each two-year term of office, it is the duty of the regional governor to appoint a nominating committee for the region to recommend a candidate or candidates for the office of regional governor. A current regional governor may not serve as a member of any regional nominating committee for that region. The election shall be held by ballot of all members of the region in good standing.
  5. Regional governors may obligate their regions for only those funds available in their regions or through grants from the discretionary fund or the regional allocations of the Association. Obligations beyond that level must have the approval of the Board of the Association.
Section 2. District Governors.
Each district of a region shall have a governor, appointed by and responsible to the regional governor. District governors shall serve terms of two years and may succeed themselves once.
  1. District governors shall be responsible for the administration and initiation of appropriate Association activities in their areas and will be provided with funds, through the regional governor, from the regional budget to assist in the work.
  2. District governors shall be responsible for the recruitment of new members and the communication of Association affairs, events, and proceedings to the local members. District governors may also initiate the organization of appropriate chapters within their geographic areas or in conjunction with other appropriate geographic areas.

ARTICLE IX (Board of Directors)

Section 1. General Powers
  1. The Board shall derive its powers from the Association and shall have full authority to act for the Association, within the limitations defined by these bylaws, when the Association is not in session. The Board is responsible to the Association for all such actions, and shall keep complete minutes of all its deliberations and decisions. A full and accurate report of the transactions of the Board shall be rendered to the Association by the secretary/treasurer at every meeting of the Association.
  2. The Board at its own discretion may study and formulate policies deemed necessary or expedient for the welfare of the Association.
  3. The Board shall confirm all committee appointments made by the president and shall have final authority in establishing membership dues and the annual budget submitted to it by the president.
  4. The Board shall define and establish regional boundaries and may subdivide any region into geographically homogeneous territories functioning under district governors for more effective communication and administration of Association business.
  5. The Board shall have power of approval of all requests for the establishment of a chapter.
  6. The Board shall have full authority to establish new educational and executive activities of the Association within the limits of these bylaws.
  7. In addition to the power and authority expressly conferred upon it in these bylaws, the Board shall have the right, power, and authority to exercise all such powers and do such acts and things as may be exercised or done by the Association subject to the Statutes of the State of Illinois, provisions of the Certification of Incorporation, and the Bylaws of the Association.
Section 2. Regular Meetings and Notice of Meetings.
The Board shall meet during every convention held by the Association and at other times determined by resolution of the Board, by call of the president, or by letter of call submitted by three Board members to all other Board members with a ten days notice.

Section 3. Manner of Acting.
The Board shall transact business in a scheduled meeting or by use of a mail or electronic ballot.

Section 4. Quorum.
The Board shall require two-thirds of its membership, either present at any meeting or voting by mail or electronic ballot, for the transaction of business. Proxy voting is not permitted in meetings of the Board. Board members may send a substitute representative to meetings.

Section 5. Vacancies.
  1. If any office on the Board, except president, falls vacant by reason of death, resignation, disqualification, or inability to act, the Board members remaining, by a majority vote, shall elect a successor, who shall hold office for the unexpired term or until a successor shall have been elected by the members of the Association, and in the event of a tie vote by the Board, the president shall cast the deciding vote. In the event of a vacancy in the office of president, the past president shall serve the balance of the unexpired term.
  2. Any Board member, whether elected or appointed, shall cease to hold office upon termination of membership, or may be removed from office by two-thirds vote of the members voting at any regular meeting of the Association, or by a majority vote of the Board by mail ballot or present and voting at any meeting. Such action will be taken when it appears evident that a Board member has been or is unable to serve or is otherwise disqualified.
Section 6. Financial Responsibility.
Neither the Board, nor any individual thereof, shall be required to accept financial responsibility for duly authorized activities of the Association carried on in good faith, and in pursuit of the purposes and activities prescribed or authorized by these bylaws.

Section 7. Compensation.
Voting members of the Board shall not receive any salaries for their services, but by resolution of the Board, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Board member from serving the Association in any other capacity and receiving compensation therefore.

ARTICLE X (Association Officer)

Section 1. Officers.
The Association officers shall include a president, president elect, past president, four vice presidents, and a secretary/treasurer. Each Association officer shall be elected by vote of the membership as provided in these bylaws. The person elected for the position of presidents elect shall serve one two-year term in that office, one two-year term as president, and one two-year term as past president, and may not succeed him/herself in any of these offices. Vice presidents and the secretary/treasurer shall serve for two years and may succeed themselves once.
Section 2. Election.
  1. The Association Nominating Committee shall submit a slate of candidates for Association officers to the Board for approval one year prior to the beginning of the terms of the offices up for election. The slate of candidates, the date of distribution of the ballots, and the deadline for the return of ballots for the election shall be published in Inter Nos and NATS Online in the fall following the Board's approval of the slate. There shall be a ninety-day interval between the publishing of the slate and the deadline for the return of the ballots.
  2. Election of Association officers shall be by poll of the membership. Following the close of nominations, a full roster of duly nominated candidates shall be distributed to all voting members with a non-identifiable return ballot. The ballot will state the deadline for returning the ballot to the secretary/treasurer. The ballots will be counted by three members in good standing appointed by the secretary/treasurer. No candidate may serve on the counting committee. A majority of all votes cast is necessary for election and those elected shall take office effective at the end of the national summer convention.
Section 3. Vacancies.
Association officers, whether elected or appointed, shall cease to hold office upon termination of membership, or may be removed from office, with due cause, by two-thirds vote of the members voting at any regular meeting of the Association, or by a majority vote of the Board by mail ballot or present and voting at any meeting. Such action will be taken when it appears evident that an officer has been or is unable to serve or is otherwise disqualified.

Section 4. President.
  1. The president shall serve as the chief executive officer of the Association, presiding at all General Business Meetings of the Association and conventions of the membership, and shall preside at meetings of the Board, with the right and duty of exercising leadership in the programs of the association, as defined in these bylaws.
  2. The president shall see that the bylaws of the Association are enforced and shall serve as representative of the Association with outside agencies, with the teaching profession, and with the general public.
  3. The president shall administer the overall policies adopted by the membership and the Board, and shall appoint all committees, including the national convention committee, in accordance with the bylaws. The president shall determine the size, personnel, chair, and tenure of all special committees, and shall serve as an ex-officio member of all committees except nominating committees.
  4. With the assistance of the executive director and secretary/ treasurer and possibly other appropriate Association officers, the president shall prepare and submit the annual budget to the Board for final action.
  5. The president shall initiate an annual external audit of the Association's financial affairs by a competent certified public accountant designated by the president. This audit shall be published annually.
Section 5. Past President.
  1. Upon assumption of office by a new president, the former president shall assume the office of past president for a period of two years.
  2. The past president shall assist the new president as requested in the assumption of duties. The past president shall also serve as chair of the Association nominating committee and director of the intern program.
  3. The past president shall assume the chair at meetings in the absence of the president. In the event the past president is not available, the president shall designate one member of the executive committee as chair.
  4. In the event of a vacancy in the office of president, the past president shall serve the balance of the unexpired term.
Section 6. President Elect.
  1. A president elect, elected by the members of the Association, shall serve concurrently with the new president for a period of two years.
  2. The president elect shall be responsible to the president and shall undertake those duties assigned by the president.
  3. The president elect shall succeed to the presidency without further election unless due cause has been shown to break this automatic succession, in which case the Association nominating committee will present a new candidate for election to the office of president.
Section 7. Vice Presidents.
a.
  1. The Vice President for Artist Awards (NATSAA) shall schedule, promote, and conduct the National Association of Teachers of Singing Artist Awards competition, and serve as a consultant for preliminary and regional auditions.
  2. The Vice President for Discretionary Funds and Field Activities shall promote and administer the discretionary funds, shall assist in promoting regional activities and conference programming, and shall encourage and assist in promotion of chapter activities.
  3. The Vice President for Membership shall promote and encourage new memberships and, with the assistance of the executive office and the membership committee, process new member applications. The Vice President for membership shall be the chair of the membership committee.
  4. The Vice President for Workshops shall schedule, promote, and oversee Association workshops.
b.
Each vice president shall submit an annual written report to the president, who shall include these reports in the Association's Annual Report.

Section 8. Secretary/Treasurer
  1. The secretary/treasurer, with assistance from the executive office when requested, shall keep accurate minutes and records of Association and Board proceedings. These records shall be open to inspection by the membership at all times. A written annual report shall be submitted to the president, who shall include this report in the Association's Annual Report.
  2. The secretary/treasurer shall be responsible for the issuance of all official notices and votes required to be given by, or in behalf of, the Association, and shall conduct whatever other correspondence or record-keeping is directed by the president.
  3. The secretary/treasurer shall supervise the keeping of the financial records of the Association and the handling of all savings and investments of the Association, according to the provisions of these bylaws and shall be an ex officio member of the Investment Advisory Committee.

ARTICLE XI (Other Officials)

Section 1. Editor of the Journal of Singing.
There shall be an editor of the Journal of Singing who shall be selected by the president and approved by the Board. This appointment shall be reviewed every two years by the Board and may be ended at any time by a two-thirds vote of the Board. The editor shall receive a salary determined by the Board. The editor shall prepare and administer a publications budget submitted to the Board within the parameters of the annual Association budget. The editor shall be an ex officio member of the Board.
  1. 1. The editor shall be responsible for the selection of associate editors and staff for the publication, and shall submit these selections to the Board for approval.
  2. 2. The editor, with advice from an editorial board, will determine the content of the various issues of the journal. The editor shall also determine format, cover, advertising rates, and other details of publication.
Section 2. Editor or Publisher of Inter Nos.
There shall be an editor or publisher of Inter Nos who shall be selected by the president and approved by the Board. This appointment shall be reviewed every two years by the Board and may be ended at any time by a two-thirds vote of the Board.

Section 3. Webmaster.
There shall be a Webmaster for NATS Online who shall be selected by the president and approved by the Board. The appointment shall be reviewed every two years by the Board and may be ended at any time by a two-thirds vote of the Board. The Webmaster shall receive a salary determined by the Board. The Webmaster shall be an ex officio member of the Board.

Section 4. International Coordinator.
There shall be an international coordinator who shall be selected by the president and approved by the Board. This appointment shall be reviewed every two years by the Board and may be ended at any time by a two-thirds vote of the Board. The international coordinator shall maintain communication with international members of the Association and other established voice teacher organizations. The coordinator shall facilitate the formation of other vocal organizations related to singing where interest is expressed.

Section 5. Historian.
There shall be a historian of the Association, selected by the president and approved by the Board. The appointment shall be reviewed every two years by the Board and may be ended at any time by a two-thirds vote of the Board. The historian shall collect, describe, preserve, and compile documentary sources significant to the history of the Association. The historian shall have access to books, documents, papers, and records that are pertinent to the history of the Association.

Section 6. Archivist.
There shall be an archivist of the Association, selected by the president and approved by the Board. The appointment shall be reviewed every two years by the Board and may be ended at any time by a two-thirds vote of the Board. The archivist shall determine what materials should be made a part of the permanent historical record of the Association.

ARTICLE XII (Executive Director)

There shall be an executive director of the Association recommended by the president, for Board approval, who serves at the pleasure of the Board. The Board shall determine the salary.
  1. The executive director shall be in charge of the Association's executive office, as directed by the Board and defined in these bylaws.
  2. The executive director shall supervise the collection of Association dues through the sending of notices and shall record all payments.
  3. The executive director shall process all applications for membership, changes in membership status, requests for dues adjustments, and updating of the membership roll and computer roster of the Association.
  4. The executive director shall serve as public relations officer of the Association, handling all national announcements and news releases pertinent to the business and activities of the Association.
  5. The executive director shall prepare quarterly financial statements for the executive committee. The executive director shall maintain complete and accurate financial records of the Association, which shall be open to inspection by the membership at all times.
  6. The executive director shall serve as a nonvoting member of the executive committee, and shall be available for meetings of the membership and Board.
  7. The executive director shall serve as an ex officio member of the Board.

ARTICLE XIII (Councils and Committees)

Section 1. Standing Committees.
  1. Executive Committee. The executive committee shall consist of the president, past president, president elect, vice presidents, and the secretary/treasurer. The executive director shall serve as an ex officio member. This committee shall serve in an advisory capacity to the Board and shall assume powers and duties as deemed necessary and delegated to it by the Board, to which it shall be responsible.
  2. Association Nominating Committee. An Association nominating committee shall be appointed at the beginning of each president's term. The past president shall be a member of the committee and its chair. It shall be responsible for the nomination of persons to fill the offices of president elect, vice presidents, and secretary/treasurer. There shall be no less than five members in good standing on this committee. Members on the Board may be selected to serve on the committee, with the exception of the president.
  3. Membership Committee. A membership committee shall be appointed by the president, with the membership vice president as chair. The committee shall act for the Board in approving all properly qualified applicants, and shall assist the vice president in membership promotion.
  4. Investment Advisory Committee. An Investment Advisory Committee shall be appointed by the president. It shall be responsible for studying and recommending the investment of surplus funds and advise on the condition of funds in trust. The secretary/treasurer shall be an ex-officio member.
  5. Journal of Singing Editorial Board. An editorial board for the Journal of Singing shall be appointed by the president. This editorial board shall assist the editor in all matters pertinent to the publication of the journal.
  6. Ethics Committee There shall be an ethics committee of three members, appointed by the president. Its responsibilities shall be the resolution of alleged violations of the Code of Ethics, and resolution of cases involving a member's conduct alleged to be detrimental to the welfare and best interests of the Association.
Section 2. Other Committees.
Each president, upon assumption of office, may appoint those committees deemed necessary to the on-going business, operation, projects, and publications of the Association.

Section 3. Terms of Office.
All committee appointments must be ratified by the Board and shall have tenure not to exceed the term of the president.

Section 4. Annual Reports.
All Association committee chairs shall submit annual written reports to the Board, which shall be incorporated into the printed minutes of the Board meetings.

ARTICLE XIV (Financial Policies and Procedures)

Section 1. Funds.
  1. The Board shall be the legal custodian, within the provisions of the Association's charter and bylaws, for all monies, bank accounts, records, and properties of the Association. The secretary/treasurer shall supervise the receiving and disbursing of all Association funds. All checks shall bear two of the following three signatures: executive director, president, secretary/treasurer, or such officers as may be determined by the Board.
  2. The Association shall see that employees and directors are bonded against dishonesty in the handling of Association funds and other assets.
Section 2. Contracts.
The president and either the executive director or the secretary/treasurer shall sign all major written contracts and statements of obligation of or to the Association which have been approved by the Board, and only contracts so approved and signed shall be valid.

Section 3. Records.
Records of all transactions and all savings and investments shall be open to the membership at all times.

ARTICLE XV (Dues)

  1. Membership dues shall be collected annually by the Association, with the amount set by the Board.
  2. Prorating of dues and establishment of various fees and charges shall be the responsibility of the Board.
  3. The dues established above shall pay for the implementation of the stated purposes of the Association and shall include costs of administration and services to the membership at all levels, and shall include a full subscription to the Journal of Singing for each member

ARTICLE XVI (Rules of Procedure and Amendment)

Section 1. Rules of Order.
Robert's Rules of Order (latest revised edition) shall govern all meetings when not inconsistent with these bylaws, but special rules of order for governing meetings of members or the Board may be made at any time by vote of the members present. Any motion or resolution offered for consideration shall be written if requested by any member prior to action.

Section 2. Order of Business.
The regular order of business at all meetings of Association members or the Board shall be as follows, unless changed by vote of the members present: Call to order and introductions: roll call by signature. Appointment of a parliamentarian. Adoption of the agenda. Reading and approval of the past minutes. Appointment of a reading committee and a resolutions committee. Reports of officers of the board and appointed officers. Reports of special committees. Special orders. Other business. General orders and unfinished business. New business. Adjourn.

Section 3. Proxies.
At any official meeting of the membership, a member entitled to vote may do so by proxy executed in writing. The proxy shall be limited to the meeting or meetings specified in writing by the member represented and shall be assigned to a member in good standing. The proxy shall be registered with the secretary/treasurer prior to any voting.

Section 4. Amendment of Bylaws.
Any and all bylaws may be amended or new bylaws adopted at any regular meeting of members of the Association or by mail ballot. A two-thirds approving vote of all full and emeritus members present or by proxy is required, whether the vote is taken at a meeting or by mail ballot. A quorum as stated elsewhere in these bylaws is required. Notification of contemplated change or amendment must be submitted to the membership in writing at least thirty days prior to the vote.