Constitution

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CONSTITUTION

(Revised substantially on April 3, 2000, by a unanimous vote)
(Further amended on April 16, 2001, by a unanimous vote)
(Further amended on November 14, 2004, by a unanimous vote)
(Further amended on April 22, 2005, by a unanimous vote)
(Further amended on November 12, 2007, by a unanimous vote)
(Further amended on April 18, 2010, by a unanimous vote)
(Further amended on November 13, 2011, with 14 for, 1 against)

Article I: Name and Purpose

  1. The name of the organization shall be the Yale University Guild of Carillonneurs (the “Guild”).
  2. The Guild shall be an undergraduate organization registered with the Yale College Dean’s Office.
  3. The purpose of the Guild shall be:
    1. To maintain a regular ringing schedule of the Yale Memorial Carillon in Harkness Tower during the academic year;
    2. To further the musical education of its members by, among other things, meeting regularly as a group to perform for each other, and visiting other carillons at least once a year;
    3. To teach and train underclassmen in the art of carillon-playing during the annual Heel, and to elect new members into the Guild after auditions at the end of Heel;
    4. To organize a carillon concert series each summer;
    5. To perform at official functions of the University;
    6. To maintain and further good relations with carillonneurs at other carillons around the world, the Guild of Carillonneurs in North America (GCNA), and the national carillon schools in Europe;
    7. To maintain and enlarge the library of music sheets and books, and literature on campanology; and,
    8. To encourage general interest in the bells and the art of carillon-playing at the University.

Article II: Membership

  1. The Guild shall be composed of students in good standing at Yale University. The number of members enrolled in Yale College shall be never be less than half the size of the Guild.
  2. The number of members shall not exceed twenty-four (24), such that each member has at least twenty minutes of playing time per week, and such that certain ring slots can be reserved for group rings, advisors, and guests.
  3. Election of new members shall take place once a year in accordance with the procedures set out in Article III.
  4. Each member shall retain his/her membership as long as he/she is enrolled as a student at Yale University, subject to the provisions set out in sections 6, 7, and 9 of this Article.
  5. The duties of membership shall be:
    1. to prepare for and perform a fifteen-minute ring each week during the academic year;
    2. to take on the responsibility of enlarging his/her own repertoire continually and of upholding the Guild’s high standards of performance;
    3. to take into account his/her audience when selecting pieces to perform;
    4. to perform for and listen to other members regularly, and to carefully consider their advice and offer advice to them in return when appropriate;
    5. to teach prospective members the skills of carillon-playing during Heel;
    6. to act as mentor to incoming members;
    7. to attend regular meetings for the conduct of general business as called by the Co-Chairs; and,
    8. to attend special meetings for the purposes of auditions, deliberations, and officer elections, and others, as called by the Co-Chairs.
  6. Any member may be expelled from the Guild, with just cause, through a three-quarters (3/4) majority vote of the entire membership, excluding the member-in-question. Such a vote shall take place only at a meeting called specifically for this purpose: i) by the two Co-Chairs; or, ii) by either of the Co-Chairs at the written request of a simple majority of the membership. One of the Co-Chairs shall notify every member in writing the name and position of the member-in-question, and the purpose, date, time and location of the meeting at least five (5) days before it shall take place. The quorum at such a meeting shall be three-quarters (3/4) of the membership. The member-in-question shall be invited to this meeting but his/her presence shall not be required. The member-in-question, if he/she wishes, may address the membership prior to the vote at the meeting.
  7. Should a member wish to resign from the Guild, he/she shall do so in writing to one of the Co-Chairs. All resignations shall be considered final and permanent.
  8. No member shall be excused from the duties of membership unless he/she is physically incapacitated due to sickness or is away from Yale University temporarily. Should a member be unable to practice or play for a significant amount of time for these reasons, the Co-Chairs may require, upon his/her return, that he/she be assessed before he/she may begin ringing again.
  9. Members who have graduated from the program in which they were enrolled when accepted to the Guild, but who wish to continue their participation in the Guild, shall be eligible for adjunct member status. References in the Constitution to “member(s)” and the “membership” are not inclusive of adjunct members. Recognizing that the Guild’s resources are intended for full-time students, adjunct members:
    1. shall be encouraged, but not required, to teach prospective members during the Heel. Adjunct members who teach during Heel are required to be present at auditions and deliberations and have full voting rights during deliberations;
    2. may be accorded a ring slot each semester at the discretion of the Co-Chairs. Priority will be given to those who have taught lessons during the Heel, but teaching does not guarantee a ring slot assignment;
    3. shall be welcome at all concerts, group rings, and other on-campus functions such as the annual banquet;
    4. shall not be eligible for activities requiring significant expenditures, such as subsidized carillon lessons and master classes, and participation in tours to Europe;
    5. shall not be considered in the official Guild membership count when determining the number of new members to elect at the end of the Heel;
    6. shall not retain voting privileges or be included in the calculation of a quorum, but may be present at votes in an advisory capacity;
    7. who wish to dispute a decision by the Co-Chairs regarding their privileges may call a vote to discuss the grievance, provided that one-fourth (1/4) of the membership submit in writing their desire for such a meeting to the Co-Chairs. The quorum at such a meeting shall be two-thirds (2/3) of the membership.

Article III: Heel

  1. The annual Heel shall consist of nine (9) weeks of lessons followed by auditions and deliberations during the first semester of each academic year.
  2. Only members of the freshman or sophomore class of Yale College, first-year members of Yale graduate or professional school programs that last three or more years, and second-year members of Yale graduate or professional school programs that last four or more years shall be eligible to apply to be a Heeler. Each Heeler must demonstrate the ability to read music at his/her first lesson in order to continue, unless the teacher chooses to teach said Heeler regardless of prior ability. Familiarity with both treble and bass clef and keyboard skills is not required, but recommended.
  3. The Heeler Monster shall assign each Heeler accepted into the Heel to a member who shall be his/her teacher.
  4. Each Heeler shall attend and prepare for weekly lessons on the practice instrument.
  5. The Guild shall arrange with the Yale College Dean’s Office for the Heelers to have access to the practice instrument.
  6. Each member shall teach his/her Heeler(s):
    1. basic manual and pedal techniques, and any other skills to be tested at the audition;
    2. basic history of the carillon and basic history of the Guild; and,
    3. rules and regulations regarding access to the Tower and proper use of Guild facilities, as set by the Heeler Monster and the Co-Chairs.
  7. Each Heeler shall perform at the audition:
    1. a beginner piece;
    2. an intermediate piece;
    3. a short passage to be sight-read; and,
    4. a technical exercise.
  8. The auditions shall be held on the Saturday or Sunday immediately following the last week of the Heel. The date of the auditions shall be announced at the beginning of the Heel. All members shall be present for all the auditions.
  9. The Guild shall meet to deliberate within twenty-four (24) hours of the end of the auditions. All members shall be present for the entire deliberations meeting. Membership shall be offered to Heelers receiving the overwhelming support of the membership.
  10. In deliberating the merits of each Heeler, the Guild shall consider:
    1. the performance of the Heeler at his/her audition;
    2. the Heeler’s interest in studying the art of carillon-playing;
    3. the Heeler’s ability or willingness to carry out all the duties of membership; and,
    4. anything else that the Guild shall determine to be relevant.
  11. The Heeler Monster, in consultation with the Co-Chairs, may ask any Heeler to leave the Heel at any time for any reason.

Article IV: Officers

  1. The officers of the Guild shall be:
    1. Co-Chairs (two positions);
    2. Treasurer;
    3. Heeler Monster; and,
    4. any member holding one or more of the following portfolios:
      1. Tour Manager;
      2. Librarian;
      3. Historian;
      4. Newsletter Publisher;
      5. Tower Keeper;
      6. Publicity;
      7. Webmaster;
      8. Social Chair; and,
      9. Recording Engineer.
  2. The number of officers shall not be less than five (5).
  3. No member shall hold more than one of the positions of Co-Chair, Treasurer and Heeler Monster. However, any officer may hold one or more of the portfolios listed in section 1, part (d) of this Article.
  4. The Co-Chairs shall:
    1. supervise generally the activities of the Guild;
    2. act as liaison between the Guild and the University, and between the Guild and the GCNA;
    3. oversee all security matters relating to the Guild’s access to Harkness Tower;
    4. call and co-chair regular meetings weekly, or as often as they see fit, for the conduct of general business;
    5. call and co-chair special meetings for the purposes of auditions, deliberations, and officer elections, to hold a vote to impeach an officer or expel a member, or to discuss matters of an extraordinary nature;
    6. assign ring slots to members at the beginning of every semester;
    7. organize regular group rings;
    8. organize tours to other carillons and master classes with professional carillonneurs;
    9. publish, for inclusion in the archives, an annual report, stating changes in membership, important activities of the year and budget information;
    10. act as liaison between the Guild and the Alumni Association;
    11. supervise and assist the other officers in the fulfillment of their duties.
  5. The Treasurer shall manage the finances of the Guild, in consultation with the Co-Chairs; raise funds for the Guild’s activities; and, file a financial report with the Yale College Dean’s Office at the end of each semester.
  6. The Heeler Monster shall, in consultation with the Co-Chairs:
    1. organize the Heel;
    2. recruit Heelers;
    3. prepare members, especially first-time teachers, to teach prior to the Heel, and assist them actively during the Heel;
    4. run the auditions; initiate the new members;
    5. help integrate new members during their first semester of membership; and,
    6. organize a short tour for the new members during their first semester of membership.
  7. The Tour Manager shall, in consultation with the Co-Chairs, organize tours to other carillons.
  8. The Librarian shall maintain the library of music sheets and books, literature on campanology; shall maintain a catalog of the Guild’s holdings; and, shall enlarge the library by making periodical purchases.
  9. The Historian shall maintain the archives; shall record notable events by audio, visual, or any other means; and, shall submit concert programs, posters, and other materials deemed significant and appropriate to Manuscripts and Archives at the Yale University Library, the Anton Brees Carillon Library, and the GCNA Archives.
  10. The Newsletter Publisher shall maintain the list of names, current addresses and other information of current and past members; and, shall publish an annual newsletter about the current activities of the Guild, and, once approved by the Co-Chairs, distribute it to alumni and other supporters of the Guild.
  11. The Tower Keeper shall maintain, or arrange for the maintenance of, the carillon and the practice instrument; shall ensure that Harkness Tower is a clean, safe and comfortable environment for the use of the Guild; and, shall contact the Yale Physical Plant and arrange for repairs whenever necessary.
  12. The Publicity Officer shall publicize special events of the Guild, including the Heel.
  13. The Webmaster shall maintain and update the website, in consultation with the Co-Chairs.
  14. The Social Chair shall organize social activities for the Guild.
  15. The Recording Engineer shall maintain the recording system, arrange for repairs and recommend upgrade opportunities whenever necessary; shall make recordings of concerts and guest recitals; and, shall allocate disk space for the purpose of maintaining the recording archive.
  16. Should an officer wish to resign his/her portfolio, he/she shall do so in writing to one of the Co-Chairs. The Co-Chairs shall appoint another member to the office, or take on the portfolio themselves.
  17. Any officer may be impeached through a two-thirds (2/3) majority vote of the entire membership, excluding the officer-in-question. Grounds for impeachment include, but are not limited to, a consistent failure to execute the duties of office, and the misuse, mishandling, or theft of Guild funds, equipment, or resources. An impeached officer retains his/her membership. Such a vote shall take place only at a meeting called specifically for this purpose: i) by the two Co-Chairs; or, ii) by either of the Co-Chairs at the written request of a simple majority of the membership. One of the Co-Chairs shall notify every member in writing the name of the officer-in-question, and the purpose, date, time and location of the meeting at least five (5) days before it shall take place. The quorum at such a meeting shall be two-thirds (2/3) of the membership. The officer-in-question shall be invited to this meeting but his/her presence shall not be required. The officer-in-question, if he/she wishes, may address the membership prior to the vote at the meeting.

Article V: Election of Officers

  1. Election of the officers shall take place during the month of April at a special meeting called by the Co-Chairs specifically for this purpose. The Co-Chairs shall notify every member in writing the purpose, date, time and location of the meeting at least two (2) weeks before it shall take place. The quorum at such a meeting shall be three-quarters (3/4) of the membership.
  2. Any member who intends to remain a student of Yale University throughout the entire term of office may be nominated for an officer position. Only rising juniors and seniors in Yale College shall be eligible for the Co-Chair positions.
  3. Any member may nominate himself/herself or another member for any officer position by communicating to the Co-Chairs the name of the nominee and the position. Nominations shall be accepted until three (3) days before the elections. The Co-Chairs shall inform the nominees of the positions they have been nominated for. The nominees may accept or decline the nominations at any time before the election for the specific positions.
  4. The outgoing Co-Chairs shall supervise the elections and count the ballots. Should either or both Co-Chairs be candidates in a specific election, he/she or they shall be replaced as election supervisor(s) by the most senior member(s) of the Guild who are not also candidates.
  5. Elections shall take place in the order listed in section 1 of Article IV.
  6. Voting shall be done by secret ballot.
  7. Voting by proxy shall not be permitted.
  8. In the election for the positions of Co-Chair, each member shall vote for his/her first two choices on a single ballot. If two or more candidates receive majority votes, the two receiving the highest totals shall fill the positions. If only one candidate receives a majority vote, he/she shall fill one position, and a second vote shall be taken, in which each member shall vote for one candidate only. If no candidate receives a majority vote, the candidate receiving the fewest votes shall be eliminated, and another vote shall be taken, until a candidate receives a majority vote.
  9. All other officer positions and portfolios shall be elected by majority vote, with each member having one vote. In the case of a tie, a revote shall be taken, and if the tie persists, the election shall be decided by lot.
  10. The term of office for all officers shall begin on the first day of May following their election and shall end on the following thirtieth of April.

Article VI: Funds

  1. Funding for the activities of the Guild and the maintenance of the Carillon shall be provide for by: i) the Anna M. Harkness Fund; ii) the Crofut Memorial Carillon Fund; and, iii) other sources.
  2. The Anna M. Harkness Fund shall “be used to cover the cost of ringing the bells in Harkness Tower.”
  3. The Crofut Memorial Carillon Fund shall “be used (1) for the upkeep and maintenance of the Crofut Memorial Carillon, including the bells, the clavier, the cabin and the practise-clavier; (2) for possible eventual replacement of clappers and other elements of said memorial carillon; and (3) for the purchase of suitable music, the transcribing of which shall be carried out by or under supervision of the Yale University Guild of Carillonneurs, whose skilled and sweet rendering daily throughout the year is so hoped to bring some uplife to campus and community.” The said Fund shall also provide fifty dollars ($50), to “be awarded annually to the student carillonneur judged most skillful after one year’s study of the courses in carillon prescribed for membership in the Yale University Guild of Carillonneurs.”
  4. The Guild shall solicit contributions from its members, its alumni, and local businesses and residents. It shall also actively search for other ways to raise funds.

Article VII: Amendments

  1. The Constitution may be amended by a three-quarters (3/4) majority of the membership at a special meeting called by the Co-Chairs specifically for this purpose. The Co-Chairs shall notify every member in writing the substance of the proposed amendment, and the purpose, date, time and location of the meeting at least one (1) week before it shall take place. The quorum at such a meeting shall be three-quarters (3/4) of the membership.
  2. Any amendments inconsistent with the rules set out by the Yale College Dean’s Office governing undergraduate organizations shall be void.

Article VIII: Miscellaneous

  1. The Co-Chairs may appoint any member to serve as Summer Carillonneur, who may receive a stipend from Yale University. The term of employment shall begin in April and shall end the following April. The Summer Carillonneur shall
    1. organize the summer carillon concert series by inviting reputable carillonneurs from around the world to perform and advertising the concerts in the local media;
    2. present a budget to the Treasurer by the end of the spring semester for approval;
    3. maintain a regular ringing schedule during the summer, including at least two (2) rings per week;
    4. act as the representative of the Guild during the summer and handle issues that may arise, in the absence of the Co-Chairs;
    5. file a financial and activities report with the Co-Chairs by the beginning of the following fall semester;
    6. begin preparations for the following summer’s concert series by establishing contact with possible guest carillonneurs during the following fall and spring semesters; and,
    7. provide his/her successor with a tentative schedule.
  2. The Co-Chairs may call upon the Alumni Association to assist in the Guild’s activities.
  3. A member of the faculty or administration of Yale University may be appointed as Faculty Advisor by the Co-Chairs to assist the Guild in an advisory capacity only.
  4. Upon dissolution, the assets of the Guild shall be distributed to Yale University or other charitable, musical, or educational organizations.

Guild of Carillonneurs: Conflict of Interest Policy

Article I: Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (hereinafter referred to as “Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II: Definitions

  1. Interested Person
    Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest
    A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
    1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
    2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
    3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III: Procedures

  1. Duty to Disclose
    In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists
    After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest
    1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
    2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
    3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
    4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
  4. Violations of the Conflicts of Interest Policy
    1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
    2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV: Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V: Compensation

  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI: Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII: Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII: Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.