Bylaws

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:

a. 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; 

b. To ensure that every student shall have access to a balanced, comprehensive, and high-quality program of music instruction;
c. To improve the quality of teaching, research, and scholarship in music; 

d. To promote the involvement of persons of all ages in learning music; 

e. To foster the utilization of the most effective techniques and resources in music instruction; and, 

f. 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 5 hereof:

a. 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. 



b. Collegiate Membership shall be open to all college students currently involved in music study, 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.

c. 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 Executive Director 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. 



d. 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.

e. International Membership shall be open to nationals of other countries and US 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.

f. 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. 

g. 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 or hold office.

h. 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. Termination of Membership 



A person's membership may be revoked for cause, other than nonpayment of dues, by a two-thirds vote by ballot of the Board of Directors. The vote for revocation shall occur only after the member complained against has been advised of the complaint so lodged and has been given reasonable opportunity to present information on his or her behalf. Such member, if membership is revoked, may appeal for reconsideration of the decision by the Board. In no event will a dues refund be given. Revocation of membership for nonpayment of dues within the prescribed time period shall be automatic and not subject to any further procedure.              

Section 3. Resignations

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

Section 4. 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 5. Annual Dues

a. 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.

b. 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 6. Membership Year

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




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 College Chapters 

Any affiliated state or U.S. Territory association shall be authorized to establish local associations and college 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 


Section1. 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.

a. 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. He or she shall recommend committees as may be required by the Bylaws or as he or she may deem beneficial to the Association for appointment by 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 national conferences that occur during his or her term as President and perform such other duties as assigned by the Board of Directors and applicable to the office as prescribed by the parliamentary authority adopted by the Association.     

b. The President-elect shall assume all the duties of the President in the absence of that officer. 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.

c. 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 and titles of Vice Presidents to be elected.

d. The Secretary-Treasurer shall be responsible for overseeing, in cooperation with the Executive Director, 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, 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 Executive Director.

e. 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.

f. 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.

a. The Director shall serve on the Board of Directors and shall preside at all Division meetings.

b. 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 the recording secretary.

Section 3. National and Division Term of Office

Each officer shall be elected for one term of two (2) years and serve until his or her successor assumes office. The term of office shall begin and end the close of the annual session in the election year.  



Section 4. Succession

a. 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. 



b. 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. 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. 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.

b. 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 session 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 (2) members from the Board of Directors elected by the Board; and, one (1) Active Member from each Division of the Association elected by each Division at the Division Annual Meeting and ratified by the State Presidents Advisory Council.

Section 2. Slate of Nominees 


The Nominating Committee shall publish a call for nominations of candidates for the specified offices annually in the October issue of the official publication. The Committee shall prepare a slate of two (2) candidates for each office, nominating National elected officers in even numbered years, and Division officers and directors in odd numbered years. Each candidate shall have given his or her consent. The nominees shall be selected from Active Members in good standing. This slate shall appear in the following August issue of the official Association publication at least six (6) 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 (3) 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 officers and director from that Division in even numbered years via a mail ballot with a plurality vote. Voting by ballot in National/division elections shall be conducted by mail and shall include the option of electronic means as provided for by the Board of Directors. Ballots and necessary supporting information shall be mailed at least thirty (30) days prior to the close of voting to all members who are eligible to vote at their last address on file with the Association. 



Article VII. Board of Directors 


Section 1. Government 


The government 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, Directors, and Executive Director, ex officio without vote. 


Section 2. Authority 


In addition to the power 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 2 of whom shall be nationally elected officers and 2 of whom shall be directors, shall constitute a quorum. Meetings may be held by teleconference calls, in which all persons participating can hear each other, and participation in such a meeting shall constitute presence at such meeting. 



Section 5. Meetings

a. 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, such as teleconference meetings, may be called by the President or by a majority of its members. 



b. Action taken by unanimous written consent of the members of the Board of Directors via mail, or electronic transmission, shall be a valid action of the Board. Such action of the Board shall be preserved and reported in the official minutes. 



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

a. 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. 



b. 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.



c. 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 VIII. Executive Director and Staff 


Section 1. Executive Director 


The Board of Directors shall appoint the Executive Director who shall serve, ex officio, without vote on the Board of Directors. 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 Executive Director 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 IX. 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 Executive Director 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, Secretary-Treasurer, Immediate Past President, Executive Director, 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.

Article X. Advisory Councils

Section 1. State Presidents Advisory Council 

a. The State Presidents Advisory Council 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. The MTNA Board of Directors shall serve as ex officio without vote members of this council. 



b. The Advisory Council shall make recommendations regarding policy, philosophy, long range planning, membership and other concerns to the Board of Directors for their consideration.

c. The Advisory Council shall have an annual meeting at the time and place of the annual session of the association, and at such other times as may be designated by the Board of Directors or called by a majority of the council members. The quorum shall be one half the council members.  An agenda of this meeting shall be mailed to each member at least thirty (30) days in advance of the meeting. This Advisory Council will ratify one (1) Active member from each Division of the Association as elected by each Division at the Division Annual Meeting in odd numbered years to serve on the Nominating Committee. The Chair shall be elected by and from the membership of the Advisory Council.

Section 2. Other Councils      

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

Article XI. Committees 
The President shall recommend for the appointment by the Board of Directors such standing and special committees as may be required by the Bylaws, or as he or she may deem beneficial to the Association. 



Article XI. Committees

The President shall recommend for the appointment by the Board of Directors such standing and special committees as may be required by the Bylaws, or as he or she may deem beneficial to the Association.

Article XII. Meetings

Section 1. Annual Session

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

Section 2. Business Meeting 


a. The annual business meeting of the Association for the presentation of reports and discussion of association affairs will be held during the annual session. This meeting is open to all members.  Notice of this meeting shall appear in the official Association publication at least thirty (30) days prior to the appointed time.

b. Special meetings of the membership may be called with a minimum of 60 days advance notice by the Board of Directors or upon a signed petition from 100 Active Members.

c. One hundred (100) Active Members, including at least 3 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 session and at such other times as determined by the Board of Directors or called by the Division officers of each Division. The Division President shall preside at these meetings. These meetings are open to all members in the Division. 



Article XIII. 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 XIV. Seal

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

Article XV. 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 printed and made available to the membership.

Article XVI. Amendments

Section 1.

Articles I and II of these Bylaws shall be identical to the corresponding articles of the Articles of Incorporation.   


Section 2.

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 (30) days in advance of the meeting. Amendments may be proposed by the Board of Directors, any Advisory Council, or upon petition by two percent (2%) 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 3.

These Bylaws may 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 (30) 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 (2%) 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. If any amendment is adopted pursuant to this Section 2, the Secretary of the Association shall promptly mail a copy thereof to all members of the Association who did not participate in the voting on such amendment.