Bylaws of the Reading Music Teachers Association
ARTICLE I – NAME
The name of this 501c3 non-profit educational corporation is the Reading Music Teachers Association (RMTA), an affiliate of Pennsylvania Music Teachers Association (PMTA) and Music Teachers National Association (MTNA).
ARTICLE II – PURPOSE
The purpose for which this corporation is organized and operated is exclusively literary and education, 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: To further the art of music; To promote the professional growth and development of its members by providing programs that encourage and support teaching, performance, composition, and research; To provide ongoing performance and educational opportunities for students of its membership; To promote and support music and music education in the community; To promote public awareness of the value of music education for all individuals.
ARTICLE III – MEMBERSHIP
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. Each individual who accepts membership in MTNA/PMTA agrees to abide by the Code of Ethics and Bylaws of the organizations.
Section 1. MEMBERSHIP CLASSIFICATIONS
a. ACTIVE MEMBERS shall be open to all professional musicians actively engaged in any field of music. Those persons holding Active Membership shall be entitled to participate in all activities and programs of the Association upon payment of the registration fee, if any, vote, hold office, and receive the official Association publications.
b. HONORARY LIFE MEMBERS may be conferred by the RMTA Executive Committee upon individuals who have given distinguished service to RMTA or to the art of music. Honorary Life members qualifying for Active Membership shall have the rights and privileges of such membership, but shall be exempt from paying RMTA dues.
Section 2. TERMINATION OF MEMBERSHIP
A person’s membership may be revoked for cause other than nonpayment of dues. The procedure for termination shall be the guidelines as outlined in the current edition of Roberts Rules of Order.
Section 3. RESIGNATIONS
A member in good standing may resign from the Association by submitting a letter of resignation to the President who will remove that member from the membership roster. No dues refund will be given.
Section 4. REINSTATEMENT
A member in good standing who resigned 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 determined by the Executive Committee. The Executive Committee shall annually review and establish the dues amount at its fall business meeting and shall publish the dues information in the next issue of the official publication.
b. Dues are delinquent if not paid in full within sixty (60) days beyond the stated renewal date of June 30th, after which time members are automatically declared to be “not in good standing” and are not entitled to any of the privileges of membership until dues are paid for the current membership year.
Section 6. MEMBERSHIP YEAR
The Board will determine the membership year for all membership categories.
ARTICLE IV – EXECUTIVE COMMITTEE
The EXECUTIVE COMMITTEE consists of the elected officers including President, First Vice President, Second Vice President, Secretary, Treasurer and Immediate Past President. It shall actively pursue the purposes of the Association.
Section 1. AUTHORITY
The government of the Association shall be vested in the Executive Committee. 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 2. QUORUM
In order to transact business, a quorum of four voting members of the Executive Committee, at least one of whom shall be the President or President-Elect, must be present. Meetings may be held by conference calls, or any other means of electronic communication, in which all persons participating in such a meeting shall constitute presence at such meeting.
Section 3. OFFICER DUTIES
Complete duties and responsibilities of all officers are in the RMTA Job Descriptions/Policies and Procedures Handbook.
a. The PRESIDENT shall be the principal elected officer of the Association and shall preside at all meetings of the Association, the Executive Committee and the RMTA Board. He or she shall appoint all standing and ad hoc committees; shall appoint all non-prescribed members to the RMTA Board; shall serve as a member ex-officio of all committees except the Nominating Committee. He or she shall perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Association.
b. The FIRST VICE PRESIDENT shall assume all duties of the President in the absence of that officer; shall oversee all activities, meetings, workshops or recitals which are specifically for the benefit or involvement of teachers; to appoint committees to handle these events as needed; to Chair the local Dorothy Sutton Performance Festival; and perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Association.
c.. The SECOND VICE PRESIDENT shall preside in the absence of the President and First Vice President, and shall be responsible for all meetings, workshops, recitals or other events which are specifically for the benefit or involvement of members’ students; to Chair the Spring Festival; will appoint a committee for each event as needed; and perform such other duties applicable to the office a prescribed by the parliamentary authority adopted by the Association.
d. The SECRETARY shall record minutes of the Executive Committee, Board and General Membership meetings; assist with monthly newsletter; oversee all internal and external communications and publicity; and perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Association.
e. The TREASURER shall be responsible for overseeing, in cooperation with the President, all financial affairs of the Association; shall chair the Finance Committee; shall submit a timely financial report to the Board and/or membership, including an annual summary report at the end of the fiscal year; and perform such other dutiesapplicable to the office as prescribed by the parliamentary authority adopted by the Association.
f. The IMMEDIATE PAST PRESIDENT shall serve on the Nominating Committee, Finance Committee; shall assist with any and all events as necessary.
Section 4. VACANCY OR REMOVAL
a. A vacancy in any office, except that of President, for any reason, shall be filled by appointment by the President, and be subject to the approval of the RMTA Executive Committee.
b. Any officer or committee chair, whether elected or appointed, shall cease to hold office upon termination of membership in the Association.
c. All officers will turn over to incoming officers all information and supporting papers pertaining to their responsibilities within thirty (30) days after leaving office.
Section 5. TERM OF OFFICE
a. Each officer shall be elected for a term of two (2) years. No officer may serve more than two (2) consecutive terms in any one office, except the Treasurer. All officers will serve until his or her successor assumes office.
b. The term of office commences immediately following the adjournment of the May General Membership Meeting of the Association in the election year.
ARTICLE V – NOMINATIONS AND ELECTIONS
Section 1. NOMINATING COMMITTEE
A Nominating Committee shall be appointed by the President to nominate the elected officers. The committee shall consist of the Immediate Past-President and one (1) active member of the Association.
Section 2. SLATE OF CANDIDATES
a. The Nominating Committee shall prepare a slate of not more than two (2) candidates for each office. This slate shall appear in an issue of the official Association newsletter at least sixty (60) days before the designated election date.
b. The candidates must have maintained active membership in RMTA for two consecutive years prior to nomination.
Section 3. ELECTION
The active members of the Association shall elect the executive officers of the Association at the May General Membership Meeting in even-numbered years. Nominations from the floor shall be allowed, provided the nominee is eligible for election and has consented to be a candidate. Election shall be by a voice vote of the majority of those present at this meeting, except in cases involving two (2) candidates. In the event of two (2) candidates per office, the election will be done by secret ballot, with each office voted on separately. In the event of only one (1) nominee for an office, the President may recommend election by general consent.
ARTICLE VI – BOARD OF DIRECTORS
The Board of Directors shall consist of all members of the Executive Committee plus all Standing Chairs as appointed by the President and defined by these Bylaws. Standing Chairs shall include but not be limited to Certification, Membership/Mentoring, and Finance.
Section 1. DUTIES
The Board of Directors shall actively pursue the purposes of the Association. Specific duties of each office are detailed in the RMTA Job Description/Policy and Procedures Handbook.
Section 2. QUORUM
In order to transact business, a quorum of five (5) voting members of the Board of Directors must be present, at least two (2) of whom shall be Executive Committee members. Meetings may be held in person, by conference calls or any other means of electronic communication in which all persons participating in such a meeting shall constitute presence at such meeting. The Board of Directors has the power to determine it’s quorum.
Section 3. COMPENSATION
Member of the Board of Directors, which includes the Executive Committee, 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. Procedures for approval and payment of such expenses are found in the RMTA Job Description/Policy and Procedures Handbook.
Section 4. TERM OF OFFICE
All Standing Chairs will have a renewable term of office of three years.
ARTICLE VII – COMMITTEES
The President shall recommend for the appointment by the Executive Committee such standing, Ad hoc,and special committees as may be required by the Bylaws, or as he or she may deem beneficial to the Association. The President shall be a member ex officio of all committees except the Nominating Committee. Specific duties of each committee are detailed in the RMTA Job Description Policy and Procedures Handbook.
ARTICLE VIII – MEETINGS
Section 1. EXECUTIVE COMMITTEE
Meetings of the Executive Committee meetings may be called by the President, or upon the request of not less than four (4) members of the Executive Committee, or upon a signed petition from two-thirds of the active members of the Association. Officers are to notify the President in advance if they are unable to attend a meeting.
Section 2. BOARD OF DIRECTORS
Meetings of the Board of Directors are to be held at a time and place designated by the President or on call of any three members of the Board. Notice of such meetings shall appear in the official Association newsletter at least thirty (30) days prior to the time appointed. At this meeting, the President shall permit the general membership to bring forward items for consideration. Directors are to notify the President in advance if they are unable to attend a meeting.
Section 3. GENERAL MEMBERSHIP
a. Meetings of the General Membership shall be approved and scheduled by the Board. The time and place of general membership meetings will be announced through the official Association newsletter no less than thirty (30) days prior to any meeting.
b. A majority of the current membership attending who are entitled to vote, shall constitute a quorum for the transaction of business. In addition, no less than three members of the Executive Committee must be present.
ARTICLE IX – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order shall govern all meetings of the Association in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws of the Association or any special rules of order the Association may adopt.
ARTICLE X – FINANCES
Section 1. FISCAL YEAR
The Association shall operate under a fiscal year of July 1 to June 30.
Section 2. AUDIT
An annual audit of the Association’s finances shall be prepared by the Treasurer and a committee appointed by the President.
Section 3. FINANCE COMMITTEE
The Finance Committee, as appointed by the President, shall coordinate financial oversight responsibilities by recommending policy to the Executive Committee, interpreting it, and monitoring its implementation. It may have other duties assigned to it by the President with the approval of the Board of Directors. The Treasurer shall serve as chair of this committee.
Section 4. STUDENT SCHOLARSHIPS
All scholarships are available to students who have studied with a member in good standing who has maintained active membership for two consecutive years. The Haage and Smith Scholarships are managed by the Reading Musical Foundation.
HAAGE SCHOLARSHIP: Awarded annually to a high school senior who has been accepted into a recognized school of higher learning and will be STUDYING MUSIC PRIVATELY.
SMITH SCHOLARSHIP: Awarded annually to a high school senior who has been accepted into a recognized school of higher learning AS A MUSIC MAJOR.
ADDITIONAL SCHOLARSHIPS: The Executive Committee will annually review funds with regard to the availability for additional annual scholarship awards. Awarrds will be made through the already established Reading Musical Foundation scholarship programs.
ARTICLE XI- INDEMNIFICATION
Section 1. The organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, officer (including assistant officers), employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; provided, however, that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 2. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the organization in advance of the final disposition or such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall be ultimately determined that he or she is not entitled to be indemnified by the organization as authorized in this Article XII.Section 3. The indemnification and advancement of expenses provided by this Article XII shall not be deemed exclusive of any other right to which persons seeking indemnification and advancement of expenses may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise, both as to actions in such persons’ official capacity and as to their actions in another capacity while holding office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such persons.
Section 4. The organization may purchase and maintain insurance on behalf of any person, may enter into contracts of indemnification with any person and may create a fund of any nature which may, but need not be, under the control of a trustee for the benefit of any person and may otherwise secure in any manner, its obligations with respect to indemnification and advancement of expenses, whether arising under this Article XII or otherwise, whether or not the organization would have the power to indemnify such person against such liability under the provisions of this Article XII.
ARTICLE XII – BYLAW AMENDMENTS
Section 1. AMENDMENT PROCESS
a. Any RMTA member may initiate and proposed Bylaws amendments.
b. A Bylaws Committee of three persons will be appointed by the President when a proposal for amendment has been submitted for consideration. The committee will consist of an officer from the Executive Committee who will serve as Chairperson and two members-at-large.
c. Any proposed amendments will be presented in writing to the general membership for their consideration no less than thirty (30) days prior to intended date of voting.
Section 2. VOTING AND ADOPTION
a. These Bylaws may be amended by a two-thirds majority vote of those present and voting at any General Membership Meeting.
b. These Bylaws may be amended via a written mail or electronic mail ballot by a two-thirds majority vote of the returned ballots. The date for the return of the completed ballots must be clearly stated on the ballot.
c. The membership will be notified of the results of the balloting along with any revised amendments within sixty (60) days of the return deadline.
ARTICLE XIII – STATEMENT OF DISSOLUTION
In the event of the dissolution of this organization, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the organization, distribute all assets of the organization to Reading Musical Foundation, or if such organization is not then qualified under Code Section 501(c)(3), or refuses to accept such transfer, to such organization or organizations organized and operated exclusively for literary and educational purposes, provided that at such time, the recipient qualifies as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law).