KLVF Bylaws
KRISTIN LINKLATER VOICE FOUNDATION, INC. BYLAWS
ARTICLE 1: NAME
The name of the corporation is Kristin Linklater Voice Foundation, Inc. (KLVF) The
principal office shall be defined by the Board of Directors according to its Articles of Incorporation.
ARTICLE 2: PURPOSES
The purposes for which KLVF is organized are as follows, as set forth in its Articles of Incorporation:
“The corporation is organized exclusively for educational, charitable, literary, and scientific 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: The Kristin Linklater Voice Foundation (KLVF) exists to preserve, advance, and evolve the legacy of “Freeing the Natural Voice,” the voice training methodology originally designed by Kristin Linklater. As the central home for the international community of Designated Linklater Teachers (DLTs) and supporters, KLVF upholds the quality of Linklater Voice; fosters professional development and exchange; ensures recognition and promotion of Linklater Voice throughout the world; supports pedagogical evolution in response to scientific and cultural developments; administers workshops and teacher training across diverse contexts; and raises funds to support these goals and the continuation of the study and the teaching of Linklater Voice around the world.
ARTICLE 3: DISSOLUTION
The provision for dissolution as set forth in the Articles of Incorporation is as follows: “Upon the dissolution of this foundation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal
Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government for a public purpose. Any such assets not disposed shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.”
ARTICLE 4: MEMBERSHIP
Section 4.1. CATEGORIES OF MEMBERS
The categories of membership of KLVF may include, but are not limited to, the following four (4) categories open to all persons interested in furthering the purposes of the Foundation.
1. Designated Linklater Teacher (DLT): membership shall be granted to any individual Designated Linklater Teacher, upon payment of dues as set by the Board of Directors. Each DLT Member shall have one vote in every election by the general membership. DLT Members are eligible to stand for election to the Board of Directors.
2. Teacher Trainee (TT): membership shall be granted to an individual currently seeking to become a Designated Linklater Teacher upon communication from their mentor. Teacher Trainee members shall not vote in elections by the general membership. They shall be invited to join as DLT members once they are granted the Designation. TT Members are not eligible to stand for election to the Board of Directors.
3. Associate Members (AM): membership shall be granted to an individual upon payment of dues and meeting of qualifications as set by the Board of Directors. Each Associate Member shall have one vote in every election by the general membership. Associate Members may make a case to be eligible to stand for election to the Board of Directors.
4. Honorary: the Board of Directors may vote to grant membership to individuals of extraordinary stature who may wish to support the work of KLVF. Each Honorary Member shall have one vote in every election by the general membership. Honorary Members may make a case to be eligible to stand for election to the Board of Directors.
Section 4.2. MEMBERS' RIGHTS AND PRIVILEGES
The Board of Directors shall have the authority to determine or to redetermine the rights and privileges, other than voting rights, of each membership category.
Section 4.3. MEMBERS' RIGHTS TO REVIEW
Decisions of the Board of Directors may be called for question by a quorum of the members, as defined in Article 5.
Section 4.4. MEMBERSHIP YEAR
Membership year is determined by when individual members pay their dues.
ARTICLE 5: QUORUM AND MEETINGS OF MEMBERS
Section 5.1. MANNER OF MEETINGS
All meetings of the KLVF may be held in person and/or across virtual platforms.
Section 5.2 ANNUAL MEETING
An annual meeting of the members shall be held at such place and time as the Board of Directors shall designate.
Section 5.3. NOTICE OF MEETINGS
Written notice stating the purpose, place, date, and hour of any meeting of members shall be delivered through electronic means 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.
Section 5.4. QUORUM
Thirty (30) percent of the members eligible to vote shall constitute a quorum for conducting in-person business, or for participation in an electronic ballot.
Section 5.5. VOTING PROCEDURES
Matters submitted for a vote of the membership shall be acted upon at a duly held annual or special meeting, or via electronic ballot, made available to all members via electronic means. Such matters may include general elections and amendments to Bylaws. Electronically cast votes shall carry the same weight as any in-person votes cast. Plurality wins, unless otherwise specified. No proxies shall be accepted.
ARTICLE 6: BOARD OF DIRECTORS
Section 6.1. GENERAL POWERS
The Board of Directors shall be the policy making and planning body and shall manage, direct, control and administer the property, affairs, and business of the Foundation. The Board may constitute operational teams to execute portions of the foundation’s mission on its behalf, and appoint Directors to act as Liaisons to said teams. The Board shall adopt, amend, or repeal Bylaws as needed.
Section 6.2. COMPOSITION
The Board of Directors shall consist of the Executive Team and at least three (3) and not more than five (5) individuals. In addition, the Board may also include honorary members representing the Linklater Family. For the first three years of the foundation there will be a specific plan to populate the Board and start a staggered election process.
Section 6.3. QUALIFICATIONS
Anyone who has been an Individual member in good standing of the Foundation for at least three (3) years is eligible to be elected to the Board of Directors. These qualifications will be enforced after the first three years of existence of the foundation.
Section 6.4. ELECTIONS
The Secretary shall chair an Elections Committee composed of the Secretary and two (2) Foundation members. (For procedures of this election, see Elections Committee, Section 8.2.A.)
Section 6.5. TERM OF OFFICE
Directors shall serve on the Board for three (3) years. A Director’s term shall begin on January 1 of year one and end on December 31 of year three. No member of the Board of Directors shall serve more than three (3) consecutive terms. The terms of office shall be staggered. Upon election, Directors will be asked to sign a Code of Conduct and a Board of Directors Agreement.
Section 6.6. REMOVAL FROM OFFICE
In the event that a Director is deemed by two-thirds (2/3) vote of the board to have demonstrated a lack of activity or a lack of compliance with these Bylaws or is in breach of the Code of Conduct/Board of Directors Agreement, said person can be removed from office by a two-thirds (2/3) vote of the board.
Section 6.7. VACANCIES
The remaining Directors of the Board shall determine who shall fill any vacancies left by the departure of a member who has not completed a full term of office on the Board.
Section 6.8. MEETINGS
The Board of Directors shall hold at least four (4) regular meetings each year, one per quarter. Additional meetings of the Board of Directors may be called by any two Directors. Persons calling the meeting may set the time and place for the meeting. Two-thirds of the Board, but never less than four (4) members, shall constitute a quorum.
Section 6.9. VOTING PROCEDURES
Any matters submitted for a vote of the Board shall be acted upon at a duly held annual or special meeting, or via electronic ballot, made available to all members via electronic means. If, for any reason, an annual meeting of the board does not take place, then the necessary business shall be conducted by electronic means under the direction of the President and/or their designate.
Section 6.10 COMPENSATION
No member of the Board of Directors shall receive compensation for their efforts beyond reimbursement for expenses incurred in pursuit of the mission of the Foundation, as agreed upon in the Board’s budgets.
Section 6.11 INDEMNIFICATION
The Foundation shall indemnify any person, their heirs, estate and personal representatives against all expense, liability, costs, judgments and claims whatsoever incurred or sustained by any such person by reason of the fact that they are or were an officer or director of this Foundation, to the maximum extent permitted by law. The Board is authorized to purchase liability insurance that will cover all members of the Board.
Section 6.12 CONFLICTS OF INTEREST
All members of the Board of Directors shall comply with the organization’s Conflict of Interest Policy, which will be consistent with all state and federal laws, including the New York State Non-Profit Revitalization Act of 2013. The Executive Team shall create any necessary oversight structures to implement said policy.
Section 6.13 WHISTLEBLOWER POLICY
The Board of Directors shall adopt a Whistleblower Policy which will be consistent with all state and federal laws, including the New York State Non-Profit Revitalization Act of 2013. The Executive Team shall create any necessary reporting and oversight structures to implement said policy.
ARTICLE 7: EXECUTIVE TEAM
The Executive Team of the Foundation is composed by the President, the Vice-President, the Secretary and the Treasurer. They all concurrently serve as Directors on the Board.
Section 7.1. TERM
The Executive Team shall serve for three (3) years beginning on January 1 of year one and ending on December 31 of year three. Terms will be staggered.
Section 7.2. ELECTION OF THE TEAM
The President shall be elected by the Board from a candidate pool consisting of current and/or former board members. The Board of Directors shall elect the Vice-President, Secretary and the Treasurer from a candidate pool consisting of current and/or former board members.
Section 7. 3. VACANCIES
In the event of a vacancy in the office of the Executive Team, the Board will proceed to call for an extraordinary election.
Section 7. 4. DISTRIBUTION OF TASKS
A. The President shall be designated as the chief executive officer and representative of the Foundation, and, as a member of the Board, participate in policy formulations. In this capacity the President shall:
● Exercise leadership that will strengthen and expand the Foundation;
● Call, prepare agenda for, and preside over meetings of the Board of Directors, and the Annual Meeting of the membership;
● Appoint persons to such offices and positions with the advice and consent of the Board, as designated by the Bylaws;
● Establish Ad Hoc Committees, and positions;
● Represent the Foundation in dealing with other organizations;
● Perform all other such duties as pertains to the office.
B. The Vice-President shall
● Support the President as needed
● Represent the President at meetings in case on absence
C. The Secretary shall
● Serve as Chair of the Elections Committee
● Apprise the Board members and the membership of the Foundation’s activities;
● Serve to onboard and offboard board members
● Maintain the records of all meetings and Foundation documents
D. The Treasurer shall
● Serve as Leader of the Fiduciary Responsibility Team (FRT)
● Consult with the FRT in the planning and preparing of the annual budget;
● Report to the Board of Directors every quarter in the financial state of the Foundation.
ARTICLE 8: COMMITTEES
Section 8.1. ESTABLISHMENT OF COMMITTEES
The Board of Directors may establish and dissolve a variety of committees by resolution.
Section 8.2. STANDING COMMITTEES
Standing Committees may include, but are not limited to, the following:
A. ELECTIONS COMMITTEE
The Elections Committee shall be charged with preparing a slate of nominees for election to the Board of Directors. The Committee shall be chaired by the Secretary and shall include at least two (2) members appointed with the advice and consent of the Board. Current Board members shall be ineligible to serve on the Elections Committee.
The Board may submit nominees for consideration to the Committee. Members may also send in self-nominations if they meet the specific requirements. The Elections Committee shall submit to the members a slate of at least two (2) candidates for each position to be filled. An electronic ballot shall be made available to the membership at least thirty (30) days before the chosen date for the closing of the election.
B. FIDUCIARY RESPONSIBILITY TEAM
The Fiduciary Responsibility Team is charged to supervise the budget and investments of the Foundation. This committee is chaired by the Treasurer and shall include at least (2) members appointed with the advice and consent of the Board. The committee will prepare a budget for the fiscal year to be approved by the Board of Directors prior to the start of the fiscal year.
Section 8.3. AD HOC COMMITTEES
Ad Hoc Committees may be established by the Board and/or Executive Team as needed.
ARTICLE 9: FINANCES
Section 9.1. CONTRACTS
The Board of Directors may authorize any officer, agent, or agents of the Foundation, in addition to the officers so authorized by the Bylaws, to enter any contract or execute and deliver any instrument in the name of and on behalf of the Foundation and such authority may be general or confined to specific instances.
Section 9.2. CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of and on behalf of the Foundation, shall be signed by such officer or officers, agent, or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President.
Section 9.3. DEPOSITS
All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 9.4. GIFTS
The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest, or devise for the general purposes or for any special purposes of the Foundation.
Section 9.5. FISCAL YEAR
The fiscal year of the Foundation shall begin on January 1 and end on December 31.
ARTICLE 10: BOOKS AND RECORDS
The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors and shall keep a digitally accessible record giving the names and addresses of the members entitled to vote. All books and records of the Foundation may be inspected by any member, or member’s agent or attorney for any proper purpose at any reasonable time.
ARTICLE 11: RULES OF ORDER
All meetings of all bodies of the Foundation shall be conducted according to the annually agreed-upon rules of order decided by the body in question, provided that in no case shall these rules supersede the Bylaws of the Foundation. Rules of order may include, but are not limited to, the current edition of Robert’s Rules of Order Newly Revised, Martha’s Rules, or Dynamic Facilitation.
ARTICLE 12: AMENDMENTS
Bylaw amendments may be proposed by the Board of Directors and adopted by a majority vote of the Board. Amendments may also be initiated by a petition signed by a quorum of the members of the Foundation and submitted to the Board at least sixty (60) days prior to the Board meeting at which the petition is to be considered. The Board shall consider and vote on all amendments initiated by a petition. All amendments authorized by a vote of the Board shall become effective immediately following approval unless the amendment includes a specific date of implementation.
Bylaws adopted on 06/15/2026.