EARS Chicago

EARS Bylaws
Version 9, September 19, 2023

This version incorporates changes voted upon September 17, 2012; September 17, 2014; February 16, 2015, March 24, 2016, January 16, 2017, September 11, 2017 and January 20, 2020.
Article I: Name This non-profit organization registered with the State Of Illinois shall be known as the Engineering And Recording Society of Chicago, referred to hereinafter as EARS.

Article II: Objectives: EARS is created to educate, inform, and bring together all professionals, enthusiasts, and students who share a common interest in professional audio and its related fields and occupations, and to promote a general appreciation for excellence in sound quality.
Reports of evaluations and tests by members of EARS or its committees shall be for the information of the membership and shall represent solely the views of their authors. EARS as a body shall neither endorse nor criticize any product, service, dealer, or manufacturer; indeed, it shall actively discourage, deny, disclaim, and dispute any such action.

Article III: Membership and Dues
a) Any person sharing the common interests of the members of EARS as set forth in Article II may become a member upon submitting the Society's dues to the Treasurer and by joining agrees to accept the Bylaws as published.
b) The annual membership fee shall be recommended by the Steering Committee and approved by a simple majority vote at any appointed meeting.
c.) The yearly dues are as follows: $50.00 per year for the Professional Membership and $25.00 per year for the Student Membership.
d.) Professional Members (PM): Eligible to serve on committees; eligible to attend member-specific events including the annual Jeff Hamilton Memorial Holiday Party meeting; eligible to vote in EARS elections.
e.) Student Members (SM): Eligible to serve on committees but not as voting Cabinet Officers; eligible to attend member-specific events with the exception of the aforementioned Holiday Party; Student Members may attend the Holiday Party by becoming a Professional Member; not eligible to vote in general EARS elections. Upon joining, student membership status will be extended to an individual as long as they can demonstrate present enrollment in a college, university, or technical degree program, after leaving said enrollment Student Members must renew as a Professional Member. Upon joining or renewing, student members must provide the name of the school they are attending, a faculty contact, and their student ID number for verification.
f.) Visitors And Guests: Not able to serve on committees, cannot go to member-specific events, cannot vote. Visitors and guests are limited to attending two EARS events (whether members-only or not) per calendar year without being required to join.
g.) The Membership Year shall begin and end on the date of membership payment.
h.) With permission from the Steering Committee, a pro-rated membership may be offered as a promotion for a new member as part of the total fee or as noted in the specific provision in conjunction with the annual EARS Larry Williams Memorial Barbecue (see Article VI).
i) There shall be no attendance fee for most meetings. If, however, the President foresees the need for additional revenue to offset the expense of a special meeting, a nominal fee may be required from all those attending, whether members or visitors/guests. All members shall be notified of the amount of the fee at least one week before the special meeting.
j.) EARS meetings are for members only. Non-members are restricted to two meetings per calendar year. The President may designate up to two meetings per year that are exempt from this rule (excluding any pay-to-attend events). In certain cases, any member may appeal to the Cabinet to a one-time waiver of this rule for a guest which may or may not be granted. Legitimate members of the Press would be treated on an individual event basis. All attendees must provide their name and email so we can keep track of attendance.

Article IV: Officers
a.) EARS shall have five Cabinet Officers: President, Vice-President (VP), Secretary, Treasurer, and EARDRUM editor.
b.) A cabinet position may be filled by two people, however in cases where a vote is required, a total of only one vote per position will be counted. Such votes may be split.
c.) No officer can hold more than a single position at the same time.
d.) Cabinet Officers may serve as ex-officio members of any ad-hoc committees. The President cannot occupy another office while serving as President.
e.) All cabinet members must be Pro Members.
f.) The President's term shall be one calendar year from January to January. The President's tenure shall be limited to two consecutive terms; following a minimum one-year hiatus, the former President shall once again become eligible to run for that office. The Vice President, Secretary, Treasurer, and EARDRUM editor shall be appointed directly and at the sole discretion of the President.
g.) Nominations for the office of President will first take place at the start of the September meeting each year. Any current Professional Member can nominate any other current Professional Member for President but both must be present at the meeting. Members cannot nominate themselves. Nominees will provide in writing a biography and platform to be disseminated to the entire membership no less than ten days before the November meeting.
h.) At the start of the October meeting, nominations will again be opened with the same applicable rules as delineated for the September nomination process. Each nominated candidate shall be given the opportunity to present their platform and take questions from the general EARS assembly within a reasonable time frame. The President shall make a final call for any other nominations and then announce that nominations are closed.
i.) Treasurer and Secretary will act as election judges to oversee all election proceedings, with the approval of the Steering Committee. If the either or both Officers cannot attend the final nominating meeting and the Election, the President shall present another member to the Steering Committee for approval. An Election Judge cannot be a Presidential candidate. The Steering Committee, but not including the current cabinet, may choose to reject all potential judges provided by the President, including the Treasurer and Secretary, and supply their own judges. The appointment of the election judges shall be announced along with the candidates’ platforms.
j.) Confidential voting by mail may start no earlier than ten days before the November election and votes must be received by the day of the election. Email voting will commence no earlier than five days before the election and will end twenty-four hours before the start of the in-person election meeting. Only the Election Judges will have access to the mail and email votes and shall not release any tentative results, or even quantity of total ballots of voting, until the in-person balloting is completed. The judges will ensure that all voters are Professional Members and that in-person voters have not voted via mail or email. A vote cast by mail or email may not be changed.
k.) At the start of the November meeting each candidate shall again be given the opportunity to present their platform to the general EARS assembly. Candidates must be physically present at the November meeting. Immediately following, a general election will be held to select the next President.
l.) Dues must be current for each voting member. Lapsed dues may be made paid to the Treasurer right up to the commencement of in-person voting. New members who join less than thirty (30) days prior to the election are NOT eligible to vote.
m.) The voting shall take place via secret paper ballots for those present at the meeting; At the conclusion of the vote tabulation, the election results shall be announced on the floor of the meeting by the Election Judges and the President. The totals shall be made a matter of public record.
n.) In the matter of a tie, the Presidency shall be determined by a simple coin toss administered by the election judges.
o.) Special Elections: If the President cannot perform his duties for the remainder of his term due to resignation, death, or removal from office, the Vice-President shall assume the role of the President until the next election. A special election will be held in case of such event only if it occurs prior to July 1st. In that case first nominations will be in the first month following the change in the office, with second nominations the following month, and the election the third month. The elected President will serve only until the end of the calendar year but may be a candidate for the following two terms.
p.) The interim President shall appoint a qualified replacement Vice-President.

Article V: Steering Committee
a.) The management of the affairs of EARS shall be carried out by a Steering Committee. It shall consist of the present five Cabinet Officers (see Article IV); the Founding Members of EARS; and all former elected Presidents of EARS who are current dues-paying members.
b.) As of February 2010, the Steering Committee officially recognizes the Founding Members of EARS (those present on the infamous elevator ride at the New York AES show in October of 1985) as Michael Rasfeld, Marty Feldman, and Michael Freeman.

c.) In addition, the Steering Committee has officially recognized these original members and major contributors as permanent voting members of the Steering Committee as long as they are active dues-paying members: Fran Allen-Leake, Blaise Barton, Harry Brotman, Hudson Fair, Michael Freeman, Rob Gillis, Craig Harding, Reid Hyams, Gary Khan, Danny Leake, Jeff Leibovich, Mike Konopka, Mary Mazurek, David Moss, Crystal Olson, Marshaun Robinson, Kam Salehi, Wendy Van Sickel, and Eric Yoder.This list shall be amended automatically (without the need for a vote) with new qualifying former elected-Presidents or edited to reflect the passing of any of these individuals. Only those Presidents who have served a full term qualify for permanent Steering Committee status.

d.) EARS also recognizes those original members and individuals who are not on the Steering Committee but greatly contributed early on to the inception and formation of EARS as Timothy Powell, Beth McKay, Kerry Haps, Benj Kanters, the late Jerry Soto, and the late former President Tom Haban.
e.) The Steering Committee shall convene for general meetings twice per year; on the third Tuesday of January and on the second Monday of September at a location to be determined by the President.
f.) In special cases where an urgent matter needs to be addressed, additional meetings of the Steering Committee may be called by the President. A quorum of Steering Committee members who can meet in person, including the present cabinet, may also call for a special meeting.
g.) In all cases throughout this document, a quorum is defined as a majority under whatever additional requirements are met. There are more specific qualifications for SC members. 1- To be considered for a quorum, a member must have their dues paid by the 1st of the month preceding the meeting. Per our regular schedule that would be December 1st and August 1st. 2a- A qualified member may elect to be excluded from the SC for a minimum of six months from any date they announce and will not be automatically reinstated at any time unless they notify the President.
2b-Said member will not be considered in the totals determining a quorum. During this exclusion the member will not need to be contacted via any means regarding agendas or scheduling meetings.
2c-A member may end their exclusion at any point but will not qualify for voting at the meetings unless the President and SC are duly notified at least ten days prior to the scheduled meeting. They may attend a meeting for which they are not qualified to vote but it will be at the discretion of the President whether they can, at to what extent, they can participate.
3- Failure to attend at least one regularly-scheduled SC meeting out of five consecutive meetings, whether it is in person or via conferencing, will be considered a voluntary exclusion. 4- If a member is in voluntary exclusion, the President (or the Board) is not required to inform the member, of the semi-annual or emergency meetings. To clarify, not being current on dues does not constitute an exclusion in terms of communication and outreach.
4- A proxy for a specific item on an official agenda provided by the President may be extended from one SC member to any other SC member at least three days prior, but not more than ten, to the two semi-annual scheduled meetings or an emergency meeting called by the President. The proxy will count towards affecting the size of the quorum. The President and Secretary must be so notified of the proxy. A proxy can only be utilized in person or via video conferencing such as Skype at the meeting. For the sake of determining long-term active participation, a proxy will not count as actual attendance.
h.) EARS will provide for food expenses at all Steering Committee meetings, to be disbursed by the Treasurer. Individuals are responsible for their own beverage purchases. i.) A quorum of the Steering Committee must be achieved for any action that requires a vote. All Steering Committee decisions shall be determined by majority vote of those present plus those participating via telephone conferencing, video conferencing, or via an internet-based forum. Qualified votes may be submitted via telephone conferencing, video conferencing, email, or an internet-based forum with any such votes counted by the Secretary. The Treasurer will be required to provide the list of dues-paying Steering Committee members at the beginning of any SC meeting so as to be able to properly determine a quorum.
j.) The President shall be chairperson of the Steering Committee. In cases where the President cannot attend, the Vice-President shall act as chairperson. In any such circumstances that neither the President or Vice-President can serve, the quorum may elect a temporary chairperson from amongst the in-person attendees.
k.) Resignations from the Steering Committee must be done in writing (a physical letter or an email). If a member only quits by voice, it would be up to the Steering Committee to confirm by vote that this is true.
l.) The Black Diamond Award is a physical award that may be presented by the Steering Committee to engineers and audio recording equipment designers of note. The criteria for a producer/engineer is that a substantial part of their body of work is recording the music of others, not themselves as musicians/composers. A vote to award the Black Diamond Award can be requested by the President outside of regularly-scheduled meetings if necessary and accomplished without meeting in person.
m.) The Steering Committee shall have the sole power to interpret the Bylaws, and to decide upon matters not provided for therein. It will also review proposals for appropriate disciplinary action of any member. The actions and decisions taken by the Steering Committee will be reported in the forthcoming issue of the EARDRUM.
n.) Confidentiality: All Steering Committee members must honor the confidentiality of EARS proprietary information that adds competitive value to the organization. This includes printed, presented, or otherwise discussed information. Violations of this rule could subject a member to disciplinary action up to and including expulsion from the group. To protect against vindictive or false accusations, the accused party has the right to address the group at a reasonable time. After doing so a supermajority vote of 66% is required to decide the disciplinary action.
o.) Inappropriate Behavior: The Steering Committee may apply the following penalties to the members:
1. Admonishment
2. Suspension: For a maximum period of one year.
3. Expulsion: To be graduated according to the seriousness of the misdemeanor and the circumstances of each case considering the following causes: - Non-fulfillment of the obligations imposed by the bylaws and/or the Steering Committee, - Notorious bad behavior, - Voluntary harm to EARS, provocation of serious disorders, or behaving in a way which is notoriously harmful to the interests of the membership.
p.) The disciplinary penalties referred to above will be decided by the Steering Committee once the party involved has presented his (or her) defense. In all cases the affected party can resort to an appeal to the next Steering Committee meeting to be held, or at a special meeting within a period of thirty (30) days of notification of the penalty. Regarding one’s rights as a member, in the case that the penalized member holds office, sits on a committee, or other position, the Steering Committee may
suspend the member in this capacity until the Steering Committee has resolved the case including any appeal.

Article VI: Meetings
General meetings shall be held on the last Tuesday of each month unless otherwise determined. If any meeting is canceled due to inclement weather or other reasons, it will be held at the earliest practical date thereafter.

Budgeting:
a.) At the discretion of the President, EARS will provide for an annual stipend of an amount no greater than total income provided by individual members’ dues to purchase food, drink, and sundries for consumption at general meetings and events other than the Jeff Hamilton Memorial Holiday Party and the Larry Williams Memorial Summer Barbecue.
b.) The monies shall be dispersed by the Treasurer or by use of the EARS corporate debit card. This stipend is separate and apart from funds provided for the annual Jeff Hamilton Holiday Party and Larry Williams Memorial Barbeque, both of which may draw from funds provided via additional donations and sponsorships.
c.) EARS shall host two specific special meetings each year: the annual EARS Larry Williams Memorial Barbeque on the last Tuesday of August and the annual Jeff Hamilton Memorial Holiday Party either on the last Tuesday of December or in suitable proximity to that date within the month of December. The President shall determine the location and menu for each event.
d.) Larry Williams Memorial Barbeque: EARS will provide funds for all food, beverages, plates, cups, napkins, silverware, condiments, and charcoal. A grill shall be provided through the cooperation of individual members. The Board may offer an incentive of additional months membership, not to exceed three months, extended only to new members in attendance at the barbeque.
e.) Jeff Hamilton Memorial Holiday Party: The President will determine the location, generally a restaurant or a tavern with food. Each Professional Member may invite one guest. An attendance fee may be required from each member with an appropriate fee no less than the actual cost for each guest. Student Members may attend by becoming Professional Members.

Article VII: Ad Hoc Committees
The President shall have the power, subject to the approval of the Steering Committee, to form ad hoc committees and to appoint their members and chairpersons.

Article VIII: Amendment to the Bylaws
The Bylaws may be amended with consent of a majority vote of of all active Steering Committee members or a two-thirds majority of a quorum of the Steering Committee present at any official meeting.

Article IX: Fiscal Matters
Section 1: Dues and Other Fees
Individuals shall be responsible for any and all fees resulting from a check returned to EARS for any reason.
Section 2: Recurring Payments
The President and Treasurer shall be responsible for disbursement of recurring payments such as annual insurance premiums, payments to the State of Illinois for the EARS corporation, banking fees, payments to a web hosting company, etc.
Section 3: Expenditure of Funds
a.) The President and Treasurer shall be responsible for all expenditures of the Society's funds, consistent with the objectives outlined in Article II. Payments may be authorized, for example, to individuals or organizations for services rendered, such as honoraria for speakers or as reimbursement for expenses incurred on behalf of EARS. Reimbursements will be made for members' out-of-pocket expenses when those expenses have been authorized by the President and Treasurer in advance.
b.) Officers having authority to disburse EARS funds in an emergency shall include the President, the Vice-President, and Treasurer, in that order.

Article X: Membership
Section 1: Membership Year The official membership year shall begin on the last Tuesday of October for one year. However, dues are from calendar date to calendar date.
Section 2: Rights of Members Payment of dues shall entitle a member to participate in all the activities of EARS as defined in Article III, section (b).
Section 3: Expulsion of Members
a.) The Steering Committee, acting on behalf, or at the mandate of the membership, shall have the power to recommend expulsion with due cause of any member. The procedure for discussing and voting on an expulsion shall require a majority vote of all Steering Committee members or a two- thirds majority of a quorum of the Steering Committee.
b.) This extreme measure shall be recommended if the member is deemed to have abused the right of membership, such as persistently misrepresenting their connection with EARS for his or her own personal gain, or by flagrantly disregarding the provisions of the last paragraph of
Article II. A pro- rated refund of dues shall be returned to an expelled member within thirty (30) days of any such decision.

Article XI: Officers
Section 1: Duties
President:The President shall preside at all general EARS meetings and Steering Committee meetings and have as primary responsibilities the following:
-Ensure the continued solvency of EARS.
-Select the monthly meeting place of all EARS meetings and plan for any special programs or events.
-Share responsibility with the Vice-President for industry relations, described below.
-Share information with the EARDRUM editor for editing and publishing the EARDRUM. -Appoint, as appropriate, committees to provide for special events undertaken by EARS such as concerts, fundraisers and social events.
-Ensure that the normal business of EARS is handled in a timely manner.
-Function as the principal spokesperson for EARS in all public forums as required.
-Provide all necessary information about general meetings to the EARS webmaster and those responsible for social media in a timely manner both before and after events.

Vice-President:
The Vice-President, in the President's absence, shall preside at general EARS meetings or meetings of the Steering Committee.
-In the Secretary's absence, record the minutes.
-The Vice-President shall share in the duties of the President in a manner that both officers see fit. The Vice-President shall share responsibility with the President for industry relations. Industry relations shall include acting as agent to represent EARS in initiating and maintaining contacts with professional audio and music industries or groups. The purpose shall be to develop and maintain beneficial relationships with those industries.

Secretary:
The Secretary shall compile and maintain records and create a recap for each Steering Committee and general EARS meetings that shall include:
-A record of any business conducted including member's opinions and decisions.
-A description of the events and location of the meeting.
-A tally of those present at general EARS meetings.
-Minutes of the most recent Steering Committee meeting including a list of those present and announcements of proposed amendments to the Bylaws, all for submission to the EARDRUM editor.
-The Secretary will work with the Treasurer to determine the eligibility of any member to vote and provide the President with any notes necessary for reporting on the last Steering Committee meeting to the membership.
-The Secretary will provide a periodic summary, no less than bi-monthly, to the Steering Committee of actions taken by the Cabinet. The summary shall be kept in an archived form available for access by any Steering Committee member.

Treasurer:
The Treasurer shall have as their primary responsibilities the following: -Collect membership dues and keep record of those members current and lapsed. -Manage the Society's checking account, disburse checks to vendors and out-of- pocket expenses for members as well as honoraria for guest speakers. -Deposit monies collected from dues and contributions. -Submit proper forms and payments to appropriate federal and state offices to maintain the Society's corporate standing. -Work with the Secretary to determine the eligibility of any member to vote. -Make recommendations to the Steering Committee concerning the setting of dues. -Manage the Society's funds in a manner approved by the Bylaws and Steering Committee. -Respond to all enquiries from the President and Steering Committee concerning membership and dues and process all replies. -Provide a detailed report in writing each year for both the regularly scheduled January and September Steering Committee meetings concerning the financial condition of EARS and the purposes for which its monies are being spent. -Supply the Steering Committee with a general report and bank statements when formally requested.
EARDRUM Editor:
The EARDRUM Editor shall collect and compile notes and articles submitted for inclusion into the monthly EARDRUM newsletter.
The beginning of each issue of the EARDRUM shall include the volume (consecutive year of production) and number (month of year) for that issue. The EARDRUM shall be sent out to both the membership and the EARS mailing list no less than one week prior to the next general EARS meeting
The EARDRUM Editor shall have the freedom and discretion to write articles, include and edit submissions from members, include any newsworthy articles, include photographs, arrange the order and layout, and include any other information that fulfills the objectives of Article II. The EARDRUM Editor shall include the most recent general meeting re-cap and recent decisions of Steering Committee as submitted by the Secretary in whole without editing, as well as the announcement of the location and agenda of the next EARS meeting as provided by the President.
The final draft of the EARDRUM shall be submitted to the President for proofreading and/or further recommendations, but the President may not alter the content of the final draft. If the President deems the content inadequate, inappropriate, or otherwise not adhering to the objectives of Article II, and has exhausted attempts to remedy the article with the EARDRUM Editor, the President may refer the article and or EARDRUM Editor to the Steering Committee for further evaluation and remediation.
EARS Webmaster:
In the current absence of an officially appointed Webmaster to construct, service, and maintain the EARS website, such duties may be performed by volunteers possessing the required technical skills as coordinated by the President. The Steering Committee will recommend and approve the content contained within. The Webmaster is not Steering Committee position.
Section 2: Terms of Office
Terms of the elective office of the President shall begin on January 1st and end on the following January 1st. As stated in Article IV, the president's tenure shall be limited to two consecutive terms; following a minimum one-year hiatus, the former president shall once again become eligible to run for that office.
The remaining Cabinet Officers shall be appointed directly and at the sole discretion of the President. During the President’s term, Cabinet Officers may be replaced without notice but no Officer shall be removed from their office by the President without a replacement in place to take care of the duties of the position immediately.
Section 3: Removal from Office
The tenure of any Cabinet Officer may be terminated for acting in a manner deemed contrary to EARS' best interests. Any Steering Committee member can petition the Steering Committee via the Secretary to consider that petition within one month. The Officer in question and the Steering Committee members shall be informed of this petition by the Secretary. If the Secretary is the Officer being petitioned, then the Vice-President shall inform the Secretary and the Steering Committee. At the Steering Committee meeting the Officer in question will have the opportunity to respond to the petition, and the Committee members shall vote on a recommendation for or against removal from office. A majority vote of all Steering Committee members or a two-thirds majority of a quorum of the Steering Committee shall be required to remove an incumbent from office.
Section 4: Vacancies
If a vacancy exists due to lack of a volunteer for an office such as Secretary or Treasurer, the other officers shall share the duties of that office as mutually agreed upon until the President appoints a member to fill the vacancy. Handling the duties of a second cabinet position will not entitle the person to an additional vote on the Steering Committee.