Lessac Training and Research Institute® By-Laws

ARTICLE 1
OFFICESSECTION 1. PRINCIPAL OFFICE

The principal office of the corporation is located at 60 Seaman Ave #1D, New
York, NY 10034.

SECTION 2. CHANGE OF ADDRESS

The designation of the county or state of the corporation’s principal office may be
changed by amendment of these Bylaws. The Board of Directors may change the
principal office from one location to another within the named county by noting the
changed address and effective date below, and such changes of address shall not be
deemed, nor require, an amendment of these Bylaws:
60 Seaman Ave #1D New York, NY 10034.
Board Approval: Dated: April 12, 2014
Effective Date of Change Dated: May 15, 2014

SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, within or without its
state of incorporation, where it is qualified to do business, as its business and activities
may require, and as the Board of Directors may, from time to time, designate.

ARTICLE 2
NONPROFIT PURPOSES

SECTION 1. IRC SECTION 501(C)(3) PURPOSES

1) This corporation is organized exclusively for one or more of the purposes as
specified in Section 501(c)(3) of the Internal Revenue Code, including, for
such purposes, the making of distributions to organizations that qualify as
exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purposes of this corporation are as follows, as set forth
in its Articles of Incorporation:
The corporation is organized exclusively for educational, charitable, scientific, and
literary purposes, within the meaning of Section 501 (c) (3) of the Internal Revenue Code
of 1954, as amended, including but not limited to the following:

A. to establish a research, developmental and training center in the fields of the
voice and speech arts and the vocal and verbal communicating skills;
B. to foster and encourage the growth and development in the United States of
the individual through the improvement and increase in efficiency of his
means of effective and creative self expression;
C. to foster, maintain and operate conferences, seminars and workshops for the
purposes of stimulating and encouraging research and exchanging concepts
and ideas in the field of voice and speech skills and arts;
D. to experiment, work, teach, and to foster and encourage such experimentation,
work, teaching, and perform in all areas of voice, speech, theatre skills and
arts;
E. to publish works, studies and findings relating to all of the aforesaid purposes.

ARTICLE 3
MEMBERSHIP
SECTION 1. CATEGORIES OF MEMBERS

The corporation shall have at least six (6) classes of membership open to all persons
interested in furthering the purposes of the corporation, as well as other classes provided
from time to time by the Board of Directors. All membership levels receive materials
published by the corporation as a part of their benefits.

A. Individual Membership. Individual membership shall be granted to an
individual upon payment of annual dues as set by the Board of Directors.
Individual members shall have no voting privileges.
B. Student Membership. Student membership shall be granted to an individual
currently enrolled in a recognized university or conservatory training
program, upon payment of annual dues as set by the Board of Directors.
Student members shall have no voting privileges.
C. Associate Membership. Associate membership shall be granted to an
individual designated as a Lessac Practitioner, and upon payment of annual
dues as set by the Board of Directors. Associate members shall have one vote
in every election of the general membership.
D. Professional Membership. Professional membership shall be granted to an
individual designated as a Lessac Certified Trainer or a Lessac Master
Teacher, and upon payment of annual dues as set by the Board of Directors.
Professional members shall have one vote in every election by the general
membership.
E. Honorary Membership. Honorary membership shall be awarded by the Board
of Directors to those individuals considered to have made a uniquely valuable
contribution to Lessac training and research. Honorary members shall not pay
annual dues. Each member shall have one vote in every election by the
general membership.
F. Organization Membership. Organization membership shall be granted to
organizations, upon payment of annual dues as set by the Board of Directors.
Organization members shall not have voting privileges.

SECTION 2. MEMBERS’ RIGHTS AND PRIVILEGES

The Board of Directors shall have the authority to determine or to redetermine the
rights, other than voting rights, of each membership class.

SECTION 3. MEMBER’S RIGHT TO REVIEW

The following methods are in place and allow members to communicate their views
and opinions regarding actions the Board takes or other business of the Institute:

1) A general meeting (open to all members) is held at the annual conference, and
will include the following:
a) A general report of the State of the Institute.
b) If called on by the President, Officers will provide updates to the
membership.
c) Time will be allotted for members to communicate their views and
opinions.
2) Contact information for all Board Members and Officers is posted on the
Institute Website.
3) Updates from the President regarding business of the Institute are provided
twice a year to membership, through either the Institute Newsletter or
Electronically.

SECTION 4. RESIGNATION

Any member may resign by filing a written resignation with the Secretary.

SECTION 5. MEMBERSHIP YEAR

Membership year shall be on a rolling basis over a 12-month period.

ARTICLE 4
QUORUM AND MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING

An annual meeting of the members shall be held at the annual conference. If a
conference is not held, the annual meeting shall be held at such place and time as the
Board of Directors shall designate.

SECTION 2. SPECIAL MEETINGS

Special meetings of the members may be called and the time, place, and purpose of
such meetings shall be designated either by the President, Board of Directors, or a
quorum of the members.

SECTION 3. NOTICE OF MEETINGS

Written notice stating the purpose, place, date, and hour of any meeting of members
shall be delivered to each member entitled to vote at such meeting not less than thirty
(30) days before the date of such meeting. In case of a special meeting or when required
by statute or by these Bylaws, the purpose for which the meeting is called shall be stated
in the notice. If mailed, the notice of a meeting shall be deemed delivered when
deposited, postage prepaid, in the United States mail, with the member’s address as it
appears on the records of the corporation.

SECTION 4. QUORUM

A majority of the members eligible to vote shall constitute a quorum with the
following restriction: The number of directors eligible to vote based on criteria listed
under Article 5, Section 2, (c), shall not constitute a quorum at any time.

SECTION 5. VOTING PROCEDURES

Any matters submitted for a vote of the members shall be acted upon at a duly held
annual or special meeting, or a mail-in-ballot sent to all members eligible to vote. If, for
any reason, an annual meeting of the corporation does not take place, then the Secretary
shall conduct necessary business by mail under the direction of the Board of Directors.

ARTICLE 5
BOARD OF DIRECTORS

SECTION 1. COMPOSITION

The corporation shall have nine (9) directors and collectively they shall be known
as the Board of Directors. The Board shall consist of the President, President-Elect,
Immediate Past President, four (4) directors-at-large, a Master Teacher Representative,
and Sue Ann Park, Founding Senior Master Teacher. The Treasurer and Secretary, if not
held by directors at large, along with the Managing Director shall be present at meetings
of the Board but shall not have voting rights. The Master Teacher Council Representative
takes on the seat previous held by Institute Founder Arthur Lessac and shall be selected
by the Master Teacher Council on a yearly basis. Sue Ann Park, Senior Master Teacher,
shall hold a director-at-large position until she chooses or is unable to serve at which
time, her position will be filled by an elected director-at-large.

SECTION 2. QUALIFICATIONS

Directors shall be of the age of majority in this state. Anyone who meets one of the
following criteria is eligible to be elected to the Board of Directors:

a) Has been a Professional member in good standing of the Corporation for at least
four (4) years.
b) Has demonstrated extensive leadership and effort in supporting the mission of
the corporation and is recommended for nomination by a current board member.
c) Is nominated by unanimous vote of the board and will provide support or
service that address a fiscal or strategic need of the corporation.

SECTION 3. ELECTIONS

The Immediate Past President shall chair a Nominating Committee comprised of
the chair and two (2) corporation members who are eligible to vote. For procedures of
this election, see Nominating Committee, Article 7, Section 2.

SECTION 4. POWERS

Subject to the provisions of the laws of this state and any limitations in the Articles
of Incorporation and these Bylaws relating to action required or permitted to be taken or
approved by the members of this corporation, the Board of Directors shall be a policy
making and planning body and shall manage, direct, control and administer the property,
affairs, and business of the corporation. The Board shall adopt, amend, or repeal By-laws
as needed.

SECTION 5. DUTIES

It shall be the duty of the directors to:

(a) Perform any and all duties imposed on them collectively or individually by
law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise
provided in these Bylaws, prescribe the duties and fix the compensation, if
any, of all officers, agents and employees of the corporation;
(c) Supervise all officers, agents and employees of the corporation to assure that
their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the corporation, and notices of
meetings mailed or telegraphed to them at such addresses shall be valid
notices thereof.
(f) Chair at least one ad hoc committee that addresses a fiscal or strategic need of
the corporation.
(g) Directly or in-directly support increased revenue sharing goals set forth and
approved by the board of directors.

SECTION 6. TERM OF OFFICE

Each director-at-large shall hold office for a period of three (3) years and until his
or her successor is elected and qualifies. A director’s term shall begin at the end of the
annual conference. No member of the Board of Directors shall serve more than three (3)
consecutive terms. The terms of office shall be staggered.
The terms of office of President-elect, President and Immediate-Past President shall
be two years each and those terms will override the original director-at-large term of
office.

The positions of Treasurer and Secretary shall be appointed, for three (3) year
terms, from the general membership or from current board of directors. The President,
with Board approval, may reappoint these positions for additional, consecutive three (3)
year terms.

SECTION 7. COMPENSATION

Directors shall serve without compensation except that a reasonable fee may be
paid to directors for attending regular and special meetings of the Board. In addition, they
shall be allowed reasonable advancement or reimbursement of expenses incurred in the
performance of their duties.

SECTION 8. MEETINGS

The Board of Directors shall hold at least two (2) regular meetings each year. One
meeting shall be held immediately before or after the annual meeting of the corporation.
If the annual meeting does not take place at the end of the fiscal year, an additional
meeting shall be held immediately before the next fiscal year begins. Additional meetings
shall be at a time of year and a place as designated by the Board. Meetings of the Board
may be called by the President or by any two Directors. Persons calling the meeting may
set the time and place for the meeting. A majority of the Board, never less than five
directors, shall constitute a quorum. Except as otherwise provided under the Articles of
Incorporation, these Bylaws, or provisions of law, no business shall be considered by the
Board at any meeting at which the required quorum is not present, and the only motion
which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 9. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or
provisions of law, the following provisions shall govern the giving of notice for meetings
of the Board of Directors:

(a) Regular Meetings. No notice need be given of any regular meeting of the
Board of Directors.
(b) Special Meetings. At least one week prior notice shall be given by the
Secretary of the corporation to each director of each special meeting of the
Board. Such notice may be oral or written, may be given personally, by
Registered or Certified Mail, Return Receipt Requested, courier or express
mail with a copy by first class mail, by courier or express mail, by telephone,
or by facsimile or via email, and shall state the place, date and time of the
meeting and the matters proposed to be acted upon at the meeting. The
affidavit of the Secretary of the corporation shall serve as confirmation that
notice was given. Notice sent by Registered or Certified Mail, Return Receipt
Requested, courier or express mail shall be deemed delivered, whether
actually received or not, upon first attempted delivery. Notice by facsimile or
email shall be deemed delivered on the day when sent. Notice by telephone
shall be deemed delivered on the day when the conversation takes place or a
message is left on voice mail or answering machine. A copy of the
Secretary’s affidavit stating how and when such notice was given to each
director shall be appended to the minutes of each special meeting of the
board.
(c) Waiver of Notice. Whenever any notice of a meeting is required to be given
to any director of this corporation under provisions of the Articles of
Incorporation, these Bylaws, or the law of this state, a waiver of notice in
writing signed by the director, whether before or after the time of the meeting,
shall be equivalent to the giving of such notice.

SECTION 10. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the President. If the
President is unable to attend a meeting, the Executive Committee, by unanimous vote,
can select either the President-Elect or Past President to preside over the meeting. If the
Executive Committee is not able to reach a decision, the President-Elect will preside or,
in his or her absence, the Immediate Past President or, in the absence of each of these
persons, by a Chairperson chosen by a majority of the directors present at the meeting.
The Secretary of the corporation shall act as secretary of all meetings of the Board,
provided that, in his or her absence, the presiding officer shall appoint another person to
act as Secretary of the Meeting.

SECTION 11. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or
removal of any director, (2) whenever the number of authorized directors is increased,
and (3) when a Director’s term of office is completed.
Any director may resign effective upon giving written notice to the Chairperson of
the Board, the President, the Secretary, or the Board of Directors, unless the notice
specifies a later time for the effectiveness of such resignation. No director may resign if
the corporation would then be left without a duly elected director or directors in charge of
its affairs, except upon notice to the Office of the Attorney General or other appropriate
agency of this state.

Directors may be removed from office, with or without cause, as permitted by and
in accordance with the laws of this state.
Vacancies on the Board may be filled by approval of the Board of Directors. If the
number of directors then in office is less than a quorum, a vacancy on the Board may be
filled by approval of a majority of the directors then in office or by a sole remaining
director. A person elected to fill a vacancy on the Board shall hold office until the next
election of the Board of Directors or until his or her death, resignation or removal from
office.

SECTION 12. NONLIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other
obligations of the corporation.

SECTION 13. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND
OFFICERS

The directors and officers of the corporation shall be indemnified by the
corporation to the fullest extent permissible under the laws of this state.

SECTION 14. INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under provisions of law, the Board of
Directors may adopt a resolution authorizing the purchase and maintenance of insurance
on behalf of any agent of the corporation (including a director, officer, employee or other
agent of the corporation) against liabilities asserted against or incurred by the agent in
such capacity or arising out of the agent’s status as such, whether or not the corporation
would have the power to indemnify the agent against such liability under the Articles of
Incorporation, these Bylaws or provisions of law.

ARTICLE 6
OFFICERS

SECTION 1. DESIGNATION OF OFFICERS

The President and President-Elect shall be elected by the Board of Directors. Other
officers of the corporation appointed by the Board shall include the following:

A. Secretary
B. Treasurer
C. Managing Director

Other officers who may be appointed by the Board include but are not limited to:

D. Director of Research
E. Social Media Director
F. Director of Membership
G. Newsletter Editor
I. Director of Technical/Internet Services (Webmaster).
J. Archivist.
K. Workshop Coordinator.
L. Director of Annual Conferences.

All appointed officers will report activities to the President throughout the year and
submit an annual report to the Board of Directors for their annual meeting.

SECTION 2. QUALIFICATIONS

The President must be a Professional Member in good standing of the corporation
for at least four (4) years, and meet the criteria under Article 5, Section 2, (a). The board
will set the qualifications for Managing Director.

Any person who has been a Professional or Associate Member in good standing of
the corporation for at least two (2) years is eligible to be appointed as an officer, unless
otherwise expressly provided by the Articles of Incorporation or by these bylaws.

SECTION 3. ELECTION AND TERM OF OFFICE

The President and Managing Director shall be appointed upon majority vote of the
Board of Directors.

All Officers, otherwise expressly provided by law, by the Articles of Incorporation,
or by these Bylaws shall be appointed by the President, with the approval of the Board of
Directors, at any time.

Treasurer and Secretary shall hold office for three (3) years. The Managing
Director shall hold office for five (5) years. All other officers shall hold office for two (2)
years, or until he or she resigns or is removed or is otherwise disqualified to serve, or
until his or her successor shall be appointed and qualified, whichever occurs first.

SECTION 4. REMOVAL AND RESIGNATION

In the event that an appointed officer or committee chair is deemed by two-thirds
(2/3) vote of the Board to have demonstrated a lack of activity or a lack of compliance
with organizational by-laws, said person can be removed from office by a two-thirds
(2/3) vote of the Board. Any officer may resign at any time by giving written notice to the
Board of Directors. Any such resignation shall take effect at the date of receipt of such
notice or at any later date specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

SECTION 5. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or
otherwise, of any officer shall be filled by the Board of Directors. In the event of a
vacancy in any office other than that of President, such vacancy may be filled temporarily
by appointment by the President until such time as the Board shall fill the vacancy.

SECTION 6. DUTIES OF OFFICERS

Officers shall meet with the Board for all designated Board meetings, unless
otherwise directed by the Board. Officers shall perform such duties as are customary or
are designated by the Board of Directors, or as are outlined in the Bylaws.

SECTION 7. DUTIES OF PRESIDENT

The President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, supervise and control the affairs of the
corporation and the activities of the officers. He or she shall perform all duties incident to
his or her office and such other duties as may be required by law, by the Articles of
Incorporation, or by these Bylaws, or which may be prescribed from time to time by the
Board of Directors. Unless another person is specifically appointed as Chairperson of the
Board of Directors, the President shall preside at all meetings of the Board of Directors
and, if this corporation has members, at all meetings of the members. Except as otherwise
expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or
she, in the name of the corporation, execute such deeds, mortgages, bonds, contracts,
checks, or other instruments which may from time to time be authorized by the Board of
Directors. The President, with the approval of the Board of Directors, shall appoint
qualified members as Secretary and Treasurer.

SECTION 8. DUTIES OF THE MANAGING DIRECTOR

The Managing Director shall be the chief financial officer of the corporation and
shall, subject to the control of the Board of Directors, supervise and control strategic
planning for fiscal solvency and sustainability. He or she shall perform all duties incident
to his or her office and such other duties as may be required by law, by the Articles of
Incorporation, or by these Bylaws, or which may be prescribed from time to time by the
Board of Directors. This would include, but not be limited to oversight of the following:

a) Budget Preparation, including Risk Analysis Reports.
b) Grants.
c) Contracts.
d) Organizational Management, including Branding and Promotion.
e) Investment Management.
f) Fiscal Strategic Planning and Management.

The Managing Director, in consultation with the President, shall in the name of the
corporation, execute such deeds, mortgages, bonds, contracts, checks, or other
instruments which may from time to time be authorized by the Board of Directors, except
as otherwise expressly provided by law, by the Articles of Incorporation, or by these
Bylaws. The Managing Director will chair all business meetings and attend all board
meetings, but not have voting rights.

SECTION 9. DUTIES OF THE PRESIDENT-ELECT

The President-Elect shall serve:

a) As Chair of the Conference Committee.
b) As a member of the Executive Committee.
c) As a liaison to Ad-Hoc committees as directed by the President or Managing
Director.

In the absence of the President, or in the event of his or her inability or refusal to
act, the President-Elect shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions on, the President. The
President Elect shall have other powers and perform such other duties as may be
prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be
prescribed by the Board of Directors.

SECTION 10. DUTIES OF IMMEDIATE PAST PRESIDENT

The Immediate Past President shall serve:

a) As Chair of the Nominations Committee for Board Elections
b) As a member of the Executive Committee.
c) To assist and advise the President.

In the absence of the President and President-Elect, or in the event of their inability
or refusal to act, the Immediate Past President shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject to all the
restrictions on, the President. The Immediate Past President shall have other powers and
perform such other duties as may be prescribed by law, by the Articles of Incorporation,
or by these Bylaws, or as may be prescribed by the Board of Directors.

SECTION 11. DUTIES OF SECRETARY

The Secretary shall:

a) Certify and keep the original, or a copy, of these Bylaws as amended or
otherwise altered to date.
b) Keep official minutes of all meetings of the directors and general membership
meetings, recording therein the time and place of holding, whether regular or
special, how called, how notice thereof was given, the names of those present or
represented at the meeting, and the proceedings thereof, and distribute copies of
those minutes to the members of the Board and officers.
c) See that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law.
d) Keep and update on a yearly basis a current contact list, E-mails and phone
numbers, of active and non-active certified trainers. He or she will coordinate
with the Director of Certification and Director of Membership to add any new
certified trainers, who are active and in good standing regarding certification.
e) Exhibit at all reasonable times to any director of the corporation, or to his or her
agent or attorney, on request therefore, the Bylaws, contact list of certified
teachers, and the minutes of the proceedings of the directors of the corporation.
f) Handle all correspondence as directed by the President.
g) Coordinate with the Director of Membership in support of a yearly membership
drive.
h) In general, perform all duties incident to the office of Secretary and such other
duties as may be required by law, by the Articles of Incorporation, or by these
Bylaws, or which may be assigned to him or her from time to time by the Board
of Directors.

SECTION 12. DUTIES OF TREASURER

The Treasurer shall:

a) Have charge and custody of, and be responsible for, all funds and securities of
the corporation, and deposit all such funds in the name of the corporation in
such banks, trust companies, or other depositories as shall be selected by the
Board of Directors.
b) Receive, and give receipt for, monies due and payable to the corporation from
any source whatsoever.
c) Disburse, or cause to be disbursed, the funds of the corporation as may be
directed by the Board of Directors, taking proper vouchers and other supporting
documents for such disbursements.
d) Keep and maintain adequate and correct accounts of the corporation’s properties
and business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses.
e) Exhibit at all reasonable times the books of account and financial records to any
director of the corporation, or to his or her agent or attorney, on request
therefor.
f) Render to the President and directors, whenever requested, an account of any or
all of his or her transactions as Treasurer and of the financial condition of the
corporation.
g) Prepare, or cause to be prepared, and certify, or cause to be certified, the
financial statements to be included in any required reports, including tax
returns, as required by law.
h) Coordinate with the Managing Director in the preparation of Budget reports and
Fiscal Management.
i) Share on a regular basis the most updated and current paid up membership
records with the Secretary, Webmaster, and Director of Membership and upon
request, to any officer or director of the corporation.
j) In general, perform all duties incident to the office of Treasurer and such other
duties as may be required by law, by the Articles of Incorporation of the
corporation, or by these Bylaws, or which may be assigned to him or her from
time to time by the Board of Directors.

SECTION 13. DUTIES OF DIRECTOR OF MEMBERSHIP

The Director of Membership shall:

a) Collect membership dues, send membership cards to members in good standing
and membership packets to new members.
b) Record, keep, and notify members for renewal.
c) Maintain and update the membership records on a monthly basis and apprise the
Secretary and President of the current membership roll.
d) Keep a current contact list (E-mails and phone numbers) for active and nonactive
members.
e) Coordinate with the Secretary and Treasurer regarding a yearly Membership
Drive and maintenance of contact information.
f) In general, perform all duties incident to the office of Membership Director and
such other duties as may be required by law, by the Articles of Incorporation of
the corporation, or by these Bylaws, or which may be assigned to him or her
from time to time by the Board of Directors.

SECTION 14. DUTIES OF THE DIRECTOR OF SOCIAL MEDIA.

a) Responsible for ensuring that the Institute’s use of social media, (Facebook,
Twitter, Instagram, ect.) supports the mission of the Institute, including
promotion and marketing of its products and the sharing of information.
b) Coordinate with Director of Technology in using social media to interface
with other platforms, including increasing access and use of Institute website
or online journals and newsletters.
c) Coordinate with Workshop Coordinators in use of social media to promote
and market Institute workshops.

SECTION 15. DUTIES OF THE DIRECTOR OF RESEARCH.

The Director of Research shall:

a) Chair a committee of knowledgeable and skilled people who can educate,
support, facilitate, and guide all members with and through research.
b) Develop and sustain a research agenda that is aligned to the mission of the
Institute, including supporting short research projects around the use and
application of Kinesensic training.
c) Submit articles for scholarly journals and/or other publications.
d) Be responsible for publication of an Institute Journal or equivalent

.
SECTION 16. DUTIES OF THE NEWSLETTER EDITOR

The Newsletter Editor shall:

a) Be responsible for the publication of the newsletter.

SECTION 17. DUTIES OF THE DIRECTOR OF TECHNOLOGY/INTERNET
SERVICES (WEBMASTER).

The Director of Technology/Internet Services shall:

a) Be responsible for maintaining the Lessac Institute website.

SECTION 18. DUTIES OF THE ARCHIVIST

The Archivist shall:

a) Be responsible for maintaining the Lessac Institute archives.

SECTION 19. DUTIES OF THE DIRECTOR OF ANNUAL CONFERENCES
(PRESIDENT-ELECT).

The Director of Annual Conferences shall:

a) Develop, in consultation with the Board, plans for the Annual Conference.
b) Chair a conference planning committee.
c) Supervise, coordinate, and contract all persons, all programming and
activities at the Annual Conference, symposia and other such events.
d) Apprise the Board of Directors and General Membership of the planning and
progress of conferences.
e) In consultation with the Managing Director, prepare a budget and financial
report for proposed conferences for the President and Board.
f) Submit all pertinent records of expenditures to the Treasurer.

SECTION 20. DUTIES OF WORKSHOP COORDINATORS

Upon board approval, an official workshop coordinator may be designated for a
specific workshop. If there is no official coordinator designated for a workshop, the Lead
Teacher would assume said responsibilities. Workshop Coordinators shall:

a) Oversee the implementation of assigned workshop.
b) Provide promotional and marketing support and guidance (information,
mailing lists, etc.).
c) Serve as Liaison between Lead Teacher and Institute.
d) Maintain a list of site arrangements necessary for producing workshop.
e) Prepare budgets for proposed workshop.
f) Maintain a contact list of all participants in workshop.
g) Coordinate with Membership Director, Secretary, and Treasurer in order to
update Institute contact list (E-mail and phone numbers) of active and nonactive
members.

SECTION 21. COMPENSATION

The salaries of the officers, if any, shall be fixed from time to time by resolution of
the Board of Directors. In all cases, any salaries received by officers of this corporation
shall be reasonable and given in return for services actually rendered to or for the
corporation.

ARTICLE 7
COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of its members, designate an
Executive Committee consisting of the President-Elect, President, Immediate Past
President, and Managing Director and may delegate to such committee the powers and
authority of the Board in the management of the business and affairs of the corporation,
to the extent permitted, and except as may otherwise be provided, by provisions of law.
By a majority vote of its members, the Board may at any time revoke or modify any or all
of the Executive Committee authority so delegated, increase or decrease, but not below
two, (2) the number of the members of the Executive Committee, and fill vacancies on
the Executive Committee from the members of the Board.
The Executive Committee shall keep regular minutes of its proceedings, cause them
to be filed with the corporate records, and report the same to the Board from time to time
as the Board may require. If the Executive committee cannot reach a consensus regarding
a proposed action, then the President, to the extent permitted, would table said action
until a quorum of the board could convene. If the Executive Committee is equally divided
on a proposed action and said action falls under the duties of the President, as listed under
Article 6, Section 7, and except as may otherwise be provided, by provisions of law, the
President will have the deciding vote.

SECTION 2. MASTER TEACHER COUNCIL.

Designated Master Teachers will serve the Institute as members of the Master
Teachers Council. The Master Teacher Council is charged with and responsible for:

a) Maintaining and sustaining the integrity, philosophy, and principles of the
Lessac Kinesensic Training as set down in The Use and Training of the Human
Voice: A Bio- Dynamic Approach to Vocal Life and Body Wisdom: The Use
and Training of the Human Body by Arthur Lessac.
b) Fostering the continued research of Kinesensic training cross-culturally, across
disciplines, and within the purview of/voice/body training.
c) Reviewing and approving all aspects of Institute generated workshops
(including curriculum), which comprise the ‘products’ of the Lessac Training &
Research Institute (LTRI).
d) Leading all LTRI workshops related to certification.
e) Identifying and approving eligible faculty for LTRI workshops.
f) Interviewing and approving/accepting applicants for LTRI workshops related to
certification.
g) Mentoring candidates for certification.
h) Granting certification.
i) Training certification mentors.
j) Appointing a member of the Master Teacher Council to attend board meetings
as a voting member.
k) Selecting and inviting new Master Teachers.
In addition, the Master Teacher Council will take on the responsibilities previously
assigned under Director of Training and Director of Certification, including but not
limited to:
l) Sign the Letters of Completion for participants in Lessac Institute-sponsored
workshops.
m) Be responsible for keeping updated certification records of training
candidates.

SECTION 3. NOMINATING COMMITTEE

The Nominating Committee shall be charged with preparing a slate of nominees for
election to the Board of Directors. The Committee shall be chaired by the Immediate Past
President and shall include two (2) members appointed by the Immediate Past President,
with the advice and consent of the Board. Current Board members (with the exception of
the Immediate Past President) shall be ineligible to serve on the Nominating Committee.
The Nominating Committee shall submit to the members a slate of at least two (2)
candidates for each position to be filled on the Board of Directors or a slate that consists
of at least one (1) more candidate than positions to be filled. The slate shall be mailed to
the membership at least sixty (60) days before the annual meeting of the year, or
published in the newsletter nearest to the date of the annual meeting. The Nominees shall
be elected by a mail-in or electronic ballot or to be received by the Chair of the
Nominating Committee no later than thirty (30) days prior to the annual meeting. The
election shall be considered to be valid if the ballots of twenty-five percent (25%) of the
members eligible to vote are returned.

The Committee can opt to emphasize one (1) criteria for eligibility (Article 6,
Section 2) over another based on the fiscal or strategic needs of the Corporation, with
approval from the board. The Board may submit Nominees for consideration to the
Committee, which the Committee may consider but is not bound to accept.

SECTION 4. OTHER COMMITTEES

The corporation shall have such other committees as may from time to time be
designated by resolution of the Board of Directors. These committees may consist of
persons who are not also members of the Board and shall act in an advisory capacity to
the Board.

SECTION 5. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in
accordance with the provisions of these Bylaws concerning meetings of the Board of
Directors, with such changes in the context of such Bylaw provisions, as are necessary to
substitute the committee and its members for the Board of Directors and its members,
except that the time for regular and special meetings of committees may be fixed by
resolution of the Board of Directors or by the committee. The Board of Directors may
also, adopt rules and regulations pertaining to the conduct of meetings of committees to
the extent that such rules and regulations are not inconsistent with the provisions of these
Bylaws.

ARTICLE 8
RULES OF ORDER

All meetings of all bodies of the corporation shall be conducted according to the
current edition of Robert’s Rules of Order, Newly Revised, provided that in no case shall
these rules supersede the Bylaws of the corporation.

ARTICLE 9
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDSSECTION 1. EXECUTION OF INSTRUMENTS

The Board of Directors may by resolution authorize any officer or agent of the
corporation to enter into any contract or execute and deliver any instrument in the name
of and on behalf of the corporation, and such authority may be general or confined to
specific instances. Unless so authorized, no officer, agent, or employee shall have any
power or authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors,
or as otherwise required by law, checks, drafts, promissory notes, orders for the payment
of money, and other evidence of indebtedness of the corporation shall be signed by the
Treasurer.

SECTION 2. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the
corporation in such banks, trust companies, or other depositories as the Board of
Directors may select.

SECTION 3. GIFTS

The Board of Directors may accept on behalf of the corporation any contribution,
gift, bequest, or device for the nonprofit purposes of this corporation.

SECTION 4. FISCAL YEAR

The fiscal year of the corporation shall begin on April 01 and end on March 31.

ARTICLE 10
CORPORATE RECORDS

The corporation shall keep at its principal office or designated location:

(a) Minutes of all meetings of directors, committees of the Board and of all
meetings of members, indicating the time and place of holding such meetings,
whether regular or special, how called, the notice given, and the names of
those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets, liabilities,
receipts, disbursements, gains and losses;
(c) A record of its members, if any, indicating their names and addresses and, if
applicable, the class of membership held by each member and the termination
date of any membership;
(d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended
to date, which shall be open to inspection by the members, if any, of the
corporation at all reasonable times during office hours.

ARTICLE 11
DISSOLUTION OF CORPORATION
The provision for dissolution as set forth in the Articles of Incorporation is as
follows: In the event of a liquidation, dissolution, termination, or winding up of the
corporation (whether voluntary, involuntary or by operation of law), the property or
assets of the corporation shall be paid over and distributed as the Board of Directors, in
its discretion, subject to the ratification and approval of at least two-thirds vote of the
members present or represented at an annual or special meeting at which a quorum is
present and subject to the approval of a Justice of the Supreme Court of the State of New
York, may authorize, to any one, more than one, or all of the following:

1. To one or more corporations organized for objects and purposes generally
similar to those of this corporation, as set forth in Article Second hereof, and
which qualify as exempt from income tax under Section 501 (c) (3) of the
United States Internal Revenue Code of 1954, as such section may be
amended; and
2. To any other corporation, or other organization, which shall qualify as exempt
from income tax under Section 501 (c) (3) of the United States Internal
Revenue Code of 1954, or contributions which shall be deductible under
Section 170(c)(1) of said Code, as such sections shall be amended.

ARTICLE 12
AMENDMENT OF BYLAWS

Subject to the power of the members of this corporation to adopt, amend or repeal
the Bylaws of this corporation and except as may otherwise be specified under provisions
of law, these Bylaws, or any of them, may be altered, amended, or repealed and new
Bylaws adopted by approval of the Board of Directors.

ARTICLE 13
CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of
Incorporation of this corporation, the provisions of the Articles of Incorporation shall
govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or
invalid for any reason, the remaining provisions and portions of these Bylaws shall be
unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the
Articles of Incorporation of this corporation filed with the Secretary of State of the State
of New York and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall
be to such sections of the Internal Revenue Code of 1986 as amended from time to time,
or to corresponding provisions of any future federal tax code.