Bylaws

Adopted March 2001
Revised June 2014

ARTICLE I. NAME

The name of the corporation is MUSIC TEACHERS NATIONAL ASSOCIATION, INC., hereafter referred to as MTNA or the Association.

ARTICLE II. PURPOSE

The purpose for which this corporation is organized and operated is exclusively literary and educational, as defined in Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. The purpose of this corporation shall be the advancement of music education, and in specific furtherance thereof:

To conduct programs and activities to build a vital musical culture and an enlightened musical public for the benefit and the general welfare of all persons;
To ensure that every student shall have access to a balanced, comprehensive, and high-quality program of music instruction;
To improve the quality of teaching, research, performance, and scholarship in music;
To promote the involvement of persons of all ages in learning music;
To foster the utilization of the most effective techniques and resources in music instruction; and,
To facilitate the education of music teachers.

ARTICLE III. MEMBERSHIP

SECTION 1. MEMBERSHIP CLASSIFICATIONS

The following membership classes are open to those who meet the respective qualifications and pay the annual dues provided for the respective classification pursuant to Section 3 hereof:

Active Membership shall be open to all individuals residing in the U.S. or its territories who are professionally engaged in any field of music activity and who are also members of an affiliated association as defined in Article IV hereof. Those persons holding Active Membership shall be entitled to participate in all Association activities and programs, to vote, hold office, and receive the official Association publications. Active Membership shall also be open to those persons eligible for Collegiate Membership or Retired Membership upon payment of the prescribed Active Membership dues, and subject to the affiliated association bylaws.
Collegiate Membership shall be open to all college students currently involved in music study and who are also members of an affiliated association as defined in Article IV hereof. Collegiate members shall be entitled to the same privileges as Active members, but shall not have the right to vote, hold office, or enter students in MTNA competitions as a Collegiate Member.
Retired Membership is open to those who have been Active members for at least 20 continuous years, who have reached the age of 65, and who have essentially retired from teaching. A member must send written notice to the Chief Executive Officer for this class of membership to be activated. Retired members are entitled to discounted dues and may vote, but cannot hold elective office at division or national levels or enter students in MTNA competitions as a Retired Member.
Honorary Life Membership may be conferred by the MTNA Board of Directors upon individuals who have given distinguished service to MTNA or to the art of music. Honorary Life members qualifying for Active Membership shall have the rights and privileges of such membership.
International Membership shall be open to nationals of other countries and U.S. citizens residing in countries outside the United States and its territories. International members shall not hold concurrent membership in an affiliated state association as defined in Article IV hereof and they shall not have the right to vote, hold office, or enter students in MTNA competitions. They shall receive the official Association publications.
Institutional Membership shall be open to those institutions that have an interest in furthering the mission of MTNA. Institutional members shall receive the official Association publications, but shall not have the right to vote, hold office, or enter students in MTNA competitions. However, the music executive of each Institutional Member who has paid the appropriate state membership dues shall have all the rights and privileges of Active Membership.
Corporate Membership shall be open to those businesses or corporations who have an interest in furthering the mission of MTNA. Corporate members shall receive the official Association publications, but shall not have the right to vote, hold office, or enter students in MTNA competitions as a Corporate Member.
Patron Membership shall be open to all individuals who wish to support the programs of the Association. Patron members shall be entitled to attend programs of the Association upon payment of the registration fee and to receive the official Association publications, but shall not have the right to vote, hold office, or enter students in MTNA competitions as a Patron Member.

SECTION 2. MEMBERSHIP YEAR

The Board of Directors shall determine the membership year for all membership categories.

SECTION 3. ANNUAL DUES

Annual dues for all categories of membership shall be due as determined by the Board of Directors. The Board of Directors shall establish the annual dues amount and publish the dues information in the next issue of the official publication.
Dues are delinquent sixty days beyond the renewal date after which time members are not in good standing or entitled to any of the privileges of membership until dues are paid for the current membership year.

SECTION 4. RESIGNATIONS

A member in good standing may resign from the Association by submitting a letter of resignation to the Chief Executive Officer who will remove that member from the membership roster. No dues refund will be given.

SECTION 5. REINSTATEMENT

A member who resigned in good standing or who allowed annual dues to lapse may reactivate his or her membership by requesting such action and paying the current dues. If continuous membership is desired, the member must pay all dues accruing from the time of non-renewal through the current year.

SECTION 6. TERMINATION OF MEMBERSHIP

Membership in MTNA is a privilege and not a right. Termination of membership for non-payment of dues within the time prescribed in Section 3 of this Article III is automatic and not subject to the procedures stated herein. Other than for non-payment of dues, the Board of Directors, by a two-thirds vote, may terminate a membership if the Board determines that termination is in the best interest of MTNA or the purposes of MTNA as stated in Article II of the Bylaws. The Board of Directors shall only consider and vote upon the proposed termination of a membership after the member has been advised of the alleged reason for termination and been provided an opportunity to present information to the Board of Directors on his or her behalf. If membership is terminated, the individual may appeal for reconsideration of that decision to the Board of Directors. The Board of Directors will determine whether to uphold the membership termination by a majority vote. In the event of a membership termination, a dues refund will not be given.

ARTICLE IV. AFFILIATED ASSOCIATIONS

SECTION 1. AFFILIATION REQUIREMENTS

Any state or U.S. Territory music teachers association that fulfills the requirements established by the Board of Directors from time to time may become and remain affiliated with MTNA provided that it guarantees on the basis of submitted membership rosters that one hundred percent (100%) of its members who meet the requirements of MTNA Active or Collegiate membership are members in good standing of MTNA.

SECTION 2. LOCAL ASSOCIATIONS AND COLLEGIATE CHAPTERS

Any affiliated state or U.S. Territory association shall be authorized to establish local associations and collegiate chapters. These organizations are affiliated with MTNA through the state or U.S. Territory Association.

SECTION 3. AFFILIATION STATEMENT

In referring to its affiliation, each association shall use the phrase, “Affiliated with Music Teachers National Association.” This specified phrase shall be included in the constitution/bylaws of all state and local affiliated associations, college chapters, and in all publications and programs.

SECTION 4. ANNUAL RENEWAL

Annual renewal of a state or U.S. Territory affiliation is automatic unless the affiliate has formally notified the Board of Directors that it wishes to discontinue affiliation. It is the responsibility of the affiliate to certify that all governing documents are in compliance with the MTNA documents, to maintain all requirements if covered under the MTNA 501(c)(3) group exemption, and to carry out the various programs of MTNA.

SECTION 5. AFFILIATED ASSOCIATION ORGANIZATION

The affiliated associations of MTNA shall be grouped into geographical divisions as designated by the Board of Directors with recommendations from the Advisory Councils. Such divisions are at all times considered an integral part of MTNA and shall operate under the MTNA Bylaws.

ARTICLE V. OFFICERS

SECTION 1. NATIONAL OFFICERS AND DUTIES

The elected officers of the Association shall be a President, President-elect, Immediate Past President, Secretary-Treasurer, such Vice Presidents as are necessary for the effective operation of the Association as determined by the Board of Directors from time to time, and Directors, one elected from each division.

The President shall be the principal elective officer of the Association and shall preside at all meetings of the Association and the Board of Directors. The President shall serve as an ex officio member of all committees except the Nominating Committee. He or she shall oversee the preparation of the annual conferences that occur during his or her term as President. He or she shall perform such other duties as assigned by the bylaws and Board of Directors and applicable to the office as prescribed by the parliamentary authority adopted by the Association.
The President-elect shall assume all the duties of the President in the absence of that officer or if the office of the president shall become vacant. He or she may perform such other duties applicable to the office as assigned by the President and Board of Directors and prescribed by the parliamentary authority adopted by the Association.
The Vice Presidents shall perform duties applicable to their offices as requested by the President and Board of Directors, and prescribed by the parliamentary authority adopted by the Association. If the President-elect is unable to preside in the absence of the President, then a Vice President, selected by the Board of Directors, shall preside in the absence of that officer. The Board of Directors shall determine the number, titles, and duties of Vice Presidents to be elected.
The Secretary-Treasurer shall be responsible for overseeing, in cooperation with the Chief Executive Officer, all financial affairs of the Association, and shall serve as chair of the Finance Committee. He or she, with assistance from the national office, shall oversee the proper recording of all meeting proceedings of the Association, the Board of Directors, and the Advisory Councils. He or she shall provide periodic financial reports to the Board of Directors and an annual financial report, and perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Association. Such duties of the secretary/treasurer as may be specified by the Board of Directors may be delegated to the Chief Executive Officer.
The Immediate Past President shall serve as an advisor to the President, serve on the Finance Committee, chair the Nominating Committee, and perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Association.
The Directors, one from each division, shall perform duties applicable to their offices as requested by the President and Board of Directors, and as prescribed by the parliamentary authority adopted by the Association.

SECTION 2. DIVISION OFFICERS AND DUTIES

Officers of each Division shall be a Director and Director-elect.

The Director shall serve on the Board of Directors and shall preside at all Division meetings.
The Director-elect, upon completion of his or her term of office, shall become Director of the Division. The Director-elect shall assume all the duties of the Director in the absence of that officer and shall serve as recording secretary.

SECTION 3. NATIONAL AND DIVISION TERM OF OFFICE

Each officer shall be elected for one term of two years or serve until his or her successor assumes office. The term of office shall begin and end at the close of the annual conference in the election year.

SECTION 4. SUCCESSION

The National President-elect, upon completion of his or her term of office, shall automatically become President of the Association. Should the President-elect be unable to assume the Presidency, the President shall be elected, for that term only, in the same manner as the other officers.
The Division Director-elect, upon completion of his or her term of office, shall automatically become Director of the Division. Should the Director-elect be unable to assume the directorship, the Director shall be elected, for that term only, in the same manner as the other officers.

SECTION 5. NATIONAL AND DIVISION VACANCIES AND REMOVAL

A vacancy in the office of National President shall be filled for the unexpired term by the President-elect who will then serve his or her term as President.
A vacancy in any national office, except that of National President, shall be filled for the unexpired term by a plurality vote by ballot of the general membership. Should said vacancy occur without sufficient time to hold a national election, the President, with the approval of the Board, shall appoint a person to complete the unexpired term. A National President-elect selected in this manner cannot assume the office of National President unless elected to the office in the same manner as the other officers.
A vacancy in any Division office, except that of Division Director, shall be filled for the unexpired term by a plurality vote by ballot of the Division membership. Should said vacancy occur without sufficient time to hold a national election, the President, with the approval of the Board, shall appoint a person to complete the unexpired term. A Division Director-elect selected in this manner cannot assume the office of Division Director unless elected to the office in the same manner as the other officers.
Any National officer, whether elected or appointed, shall cease to hold office upon termination of membership, or may be removed from office by two-thirds vote by ballot of the general membership. Such action will be taken when it appears evident that a national officer has been or is unable to serve or is otherwise disqualified.
Any Division officer, whether elected or appointed, shall cease to hold office upon termination of membership, or may be removed from office by two-thirds vote by ballot of the Division membership. Such action will be taken when it appears evident that a Division officer has been or is unable to serve or is otherwise disqualified.

ARTICLE VI. NOMINATIONS AND ELECTIONS

SECTION 1. NOMINATING COMMITTEE

A Nominating Committee shall be elected at the annual conference in odd-numbered years to nominate Division officers and National officers to the Board of Directors. The committee shall consist of the Immediate Past President who shall serve as chair, two members from the Board of Directors elected by the Board, and one Active Member from each Division of the Association elected at the Annual Division Meeting.

SECTION 2. SLATE OF NOMINEES

A call for nominations of candidates for the specified offices shall be published annually in the official publication. The Nominating Committee shall prepare a slate of two candidates for each office. National elected officers shall be nominated in even numbered years and Division directors-elect in odd numbered years. Each candidate shall have given his or her consent. The nominees shall be selected from Active Members in good standing. Members of the Nominating Committee may not be nominated for a national or division office while serving on the committee. This slate shall appear in the following August issue of the official Association publication at least six months prior to the election. Nominations for National and Division offices, other than those presented by the Nominating Committee, may be added to the election ballot by petition signed by one hundred Active Members and received at the business offices of the Association no later than three months prior to the scheduled date of the election.

SECTION 3. ELECTION

The active and retired membership shall elect the National elected officers of the Association in odd numbered years, and the active and retired membership of each Division shall elect the division director-elect from that Division in even numbered years. The elections shall be decided by plurality vote. Voting by ballot in National/division elections shall be conducted by mail via the official publication of the Association and shall include the option of electronic means as provided for by the Board of Directors. Ballots and necessary supporting information shall be provided at least thirty days prior to the close of voting to all members who are eligible to vote.

ARTICLE VII. MEMBER MEETINGS

SECTION 1. ANNUAL CONFERENCE

There shall be an annual conference of the Association, time and place to be determined by the Board of Directors.

SECTION 2. BUSINESS MEETINGS

The annual business meeting of the Association for the presentation of reports and discussion of association affairs will be held during the annual conference. This meeting is open to all members. Notice of this meeting shall appear in the official Association publication at least thirty days prior to the appointed time.
Special meetings of the membership may be called, with a minimum of sixty days advance notice, by the Board of Directors or by three fourths of the state presidents. The Board of Directors shall prescribe the procedures and guidelines for submitting the request.
One hundred Active Members, including at least three national officers, shall constitute a quorum at any business meeting of the Association.

SECTION 3. DIVISION MEETINGS

The Divisions shall hold meetings at the annual conference and at such other times as determined by the Board of Directors or called by the Division officers of each Division. The Division Director shall preside at these meetings. These meetings are open to all members in the Division.

ARTICLE VIII. BOARD OF DIRECTORS

SECTION 1. GOVERNANCE

The governance of the Association shall be vested in the Board of Directors, which shall be composed of the President, President-elect, Vice Presidents, Secretary-Treasurer, Immediate Past President, Division Directors, and Chief Executive Officer (ex officio non-voting).

SECTION 2. AUTHORITY

In addition to the powers and authority expressly conferred upon it in these bylaws, the Board of Directors shall have the right, responsibility, and authority to exercise all such powers and perform such acts as may be exercised or done by the Association subject to the Statutes of the State of Ohio, provisions of the Articles of Incorporation and the Bylaws of the Association.

SECTION 3. DUTIES

The Board of Directors, within the limits of the Bylaws, shall determine policies of the Association with recommendations from the Advisory Councils, Committees, and individual members. It shall actively pursue the purposes of the Association and shall have discretion in the disbursement of all funds of the Association. It may adopt such rules and regulations for the conduct of Association business as shall be deemed advisable, and may, in the execution of powers granted, appoint such agents as it may consider necessary.

SECTION 4. QUORUM

A majority of the members of the board, at least two of whom shall be nationally elected officers and two of whom shall be directors, shall constitute a quorum.

SECTION 5.MEETINGS

Regular meetings of the Board of Directors shall be held at least twice a year at such time and place as the Board may prescribe. Special meetings of the Board may be called by the President or by a majority of its members.

SECTION 6. NO COMPENSATION

Members of the Board of Directors shall not receive any compensation for their services as Directors but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses.

SECTION 7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Any person who is or was made or threatened to be made a party to any legal proceeding by reason of the fact that he or she is or was a Director, trustee, officer, or employee of the Association, or is or was serving at the request of the Association as a Director, trustee, officer, or employee of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Association to the maximum extent authorized by the Ohio Nonprofit Corporation Law, as amended.
Other than in connection with an action or suit in which the liability of a director under Section 1702.55 of the Ohio Revised Code is the only liability asserted, a director or officer of the Association shall be liable in damages for any action he or she takes or fails to take as a Director or as an officer, as the case may be, only if it is proved, by clear and convincing evidence, in a court with jurisdiction that his or her act of omission was one undertaken with deliberate intent to cause injury to the Association or was one undertaken with a reckless disregard for the best interest of the Association.
Section 1702.12(E)(5) of the Ohio Nonprofit Corporation Law shall not apply to the Association to the extent that it requires the indemnification of volunteers (as that term is defined in Section 1702.01(N) of the Ohio Nonprofit Corporation Law) other than Directors, trustees, or officers of the Associations or Directors, trustees, or officers of another corporation, partnership, joint venture, trust or other enterprise serving as such at the request of the Association.

ARTICLE IX. CHIEF EXECUTIVE OFFICER AND STAFF

SECTION 1. CHIEF EXECUTIVE OFFICER

The Board of Directors shall appoint the Chief Executive Officer who shall serve, ex officio, without vote on the Board of Directors and all committees of the Association. He or she shall manage and direct all activities of the Association through the office of the President and subject to the policies of the Board of Directors. He or she shall have the legal authority to sign documents on behalf of MTNA, as authorized by the Board.

SECTION 2. STAFF

The Chief Executive Officer shall employ and may terminate the employment of the staff necessary to carry on the work of the Association and fix their compensation within the approved budget. He or she shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall be in the best interest of the Association.

ARTICLE X. FINANCE

SECTION 1. FISCAL YEAR

The Association shall operate under a fiscal year as determined by the Board of Directors.

SECTION 2. AUDIT

An annual audit of the Association’s finances shall be prepared by an independent certified public accounting firm and made available at the annual business meeting.

SECTION 3. DIVISION FINANCES

All properly authorized financial obligations necessary for Division administration shall be the responsibility of MTNA, and any income accruing from Division activities shall be forwarded to MTNA.

SECTION 4. FINANCE COMMITTEE

The Finance Committee shall coordinate the Board’s financial oversight responsibilities by recommending policy to the Board, interpreting it for the staff, and monitoring its implementation. The Committee, in consultation with the Chief Executive Officer and financial staff person, shall propose a budget for approval by the Board of Directors. It may have other duties assigned to it by the President with the approval of the Board of Directors. The Committee shall consist of the President, President-elect, Vice President, Secretary-Treasurer, Immediate Past President, Chief Executive Officer, ex officio without vote, plus one member elected from among the members of the Board of Directors. The Secretary-Treasurer shall serve as chair of this Committee.

SECTION 5. FINANCIAL DISCLOSURE

MTNA will provide financial information as required by law.

ARTICLE XI. ADVISORY COUNCILS

SECTION 1. STATE PRESIDENTS ADVISORY COUNCIL

The State Presidents Advisory Council (SPAC) shall be composed of the current president of each state affiliated association. In the absence of the president, the state president-elect or the state officer who serves in the absence of the president may substitute as the voting representative of the state association. The members of the MTNA Board of Directors shall serve as ex officio non-voting members of the SPAC.
The SPAC shall make recommendations regarding policy, philosophy, long range planning, membership and other concerns to the Board of Directors for its consideration.
The SPAC shall have an annual meeting at the time and place of the annual conference of the Association, and at such other times as may be designated by the Board of Directors or called by a majority of the SPAC members. An agenda for each meeting shall be transmitted by the National office to each SPAC member at least thirty days in advance of the meeting. The quorum for a meeting shall be one half of the SPAC members.
Each meeting shall be presided over by a chair who shall be elected by and from the SPAC membership at the annual conference meeting. A chairperson must be a state president for the entire term as SPAC chair and may not serve consecutive terms.

SECTION 2. OTHER COUNCILS

The Board of Directors may create other advisory councils to assist it in the development and goals of the Association.

ARTICLE XII. COMMITTEES

Such other committees, standing or special, may be established by the Board of Directors as it shall from time to time deem necessary to carry on its work. Their members shall be appointed by the President with the approval of the Board of Directors. The President shall be ex-officio a member of all committees except the Nominating Committee and any disciplinary committees.

ARTICLE XIII. OTHER MEETINGS AND PROTOCOLS

Unless otherwise provided for in these Bylaws, the provisions set forth below govern the meetings of the Board of Directors, the advisory councils, and the committees that are provided for or created under these Bylaws.

SECTION 1. NOTICE

Notice of the place, if any, and the date and time of each meeting shall be given to each member either by personal delivery, mail, facsimile, overnight delivery service, e-mail, or means of authorized communication equipment at least two days before the meeting. The notice need not specify the purpose of the meeting.

SECTION 2. PARTICIPATION

Members of the Board of Directors who are not physically present at a meeting of the Board of Directors or members who are not physically present at an advisory council or committee meeting may attend the meeting by the use of authorized communication equipment that enables the member an opportunity to participate in the meeting, including an opportunity to read, hear, or see the proceedings of the meeting, participate in the proceedings, and contemporaneously communicate with the persons who are physically present at the meeting. Any member who uses authorized communication equipment is deemed to be present in person at the meeting whether the meeting is held at a designated place or solely by means of authorized communication equipment. The Board of Directors may adopt procedures and guidelines for the use of authorized communication equipment in connection with a meeting of the Board of Directors, an advisory council, or a committee to permit verification that a person is a voting member and to maintain a record of any vote or other actions taken at the meeting.

SECTION 3. ACTION WITHOUT A MEETING

Any action that may be authorized or taken at a meeting of the Board of Directors, an advisory council, or a committee, as the case may be, may be authorized or taken without a meeting by the affirmative vote or approval of all of the directors, all of the advisory council members, or all of the committee members, as the case may be, who would be entitled to notice of the meeting for that purpose. Any such writing shall be filed with and entered upon the minutes of the Board of Directors, the advisory council, or the committee, as the case may be. Any transmission by authorized communication equipment that contains an affirmative vote or approval of a voting member is deemed to be a signed writing for purposes of this section. The date on which the transmission by authorized communication equipment is sent is the date upon which the writing is signed.

SECTION 4. VOTING

The Board of Directors, an advisory council, or a committee may act by the affirmative vote of a majority of its members physically present at a meeting or participating by means of authorized communication equipment, or by a writing or writings signed by all of its members.

ARTICLE XIV. PARLIAMENTARY AUTHORITY

SECTION 1. PARLIAMENTARIAN

The President shall appoint a parliamentarian to provide parliamentary opinion during meetings of the Advisory Councils and the annual business meeting of the Association.

SECTION 2. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association’s meetings in all cases in which they are applicable, and in which they are not inconsistent with the Articles of Incorporation, the Bylaws of the Association and any special rules of order the Association may adopt.

ARTICLE XV. SEAL

The Association shall have a seal of such design as the Board of Directors may adopt.

ARTICLE XVI. PUBLICATIONS

SECTION 1. OFFICIAL PUBLICATIONS

At periodic intervals, MTNA shall publish official notices and articles in a format determined by the Board of Directors. Other publications may be issued periodically.

SECTION 2. BYLAWS PUBLICATION

The MTNA Bylaws shall be available to the membership.

ARTICLE XVII. AMENDMENTS

SECTION 1.

These Bylaws may be amended at any annual meeting of the Association by a two-thirds vote provided that written notice of the proposed amendment(s) is submitted to the membership at least thirty days in advance of the meeting. Amendments may be proposed by the Board of Directors, any Advisory Council, or upon petition by two percent of the Active members. Any proposed amendment must be submitted to the Board of Directors for its consideration and recommendation prior to presentation at the annual meeting.

SECTION 2.

These Bylaws may also be amended via mail or electronic mail ballot by a two-thirds vote provided that the proposed amendment(s) and ballot is submitted to the members at least thirty days in advance of the required return date. The date for the return of the completed ballots must be clearly stated on the ballot. Amendments may be proposed by the Board of Directors, any Advisory Council, or upon petition by two percent of the Active Members. Any proposed amendment must be submitted to the Board of Directors for its consideration and recommendation prior to submission to the members.