Bylaws of the Reading Music Teachers Association
Adopted June 26, 2021

ARTICLE I.  NAME

The name of this organization shall be the Reading Music Teachers Association (RMTA), affiliated with Pennsylvania Music Teachers Association (PMTA) and Music Teachers National Association (MTNA), Cincinnati, Ohio, a Code Section 501(c)(3) organization.

ARTICLE II.  PURPOSE
Section 1.  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: 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.

Section 2.  No part of the net earnings of the organization shall inure to the benefit of any individual. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.

Section 3.  In the event of the dissolution of this organization, any funds remaining in the treasury after the payment of any outstanding debts shall be contributed to the Reading Musical Foundation or another nonprofit organization, which qualifies under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE III.  MEMBERSHIP
Each individual who accepts membership in RMTA/MTNA/PMTA agrees to abide by the Code of Ethics and Bylaws of the organizations.

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.
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 membership may be conferred 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. ANNUAL DUES
Annual dues for all categories of membership shall be determined by the Executive Board. The Executive Board shall annually review and establish the dues amount for the next fiscal year at its fall business meeting and shall publish the dues information in the next issue of the official publication.

Section 3. MEMBERSHIP YEAR
RMTA membership year will concur with the fiscal year as established by MTNA of July 1 to June 30.

ARTICLE IV.  EXECUTIVE BOARD
The Executive Board shall be comprised of a President, Secretary, Treasurer and Immediate Past President.

Section 1. AUTHORITY
The government of the Association shall be vested in the Executive Board. It shall have general supervision of the affairs of the Association, shall be subject to the orders of the Association, and none of its acts shall conflict with action taken by the Association.

Section 2. OFFICER DUTIES
Complete duties and responsibilities of all officers are found in the RMTA Job Descriptions/Policies and Procedures Handbook.

  1. The President shall be the principally elected officer of the Association and shall preside at all meetings of the Executive Board and the Association. The President shall appoint all standing and ad hoc committees; shall serve as a member ex-officio of all committees except the Nominating Committee; and shall perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Association.
    b. The Secretary shall oversee the proper recording and storage of the proceedings of the Executive Board and General Membership meetings; assist with the 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.
    c. The Treasurer shall be responsible for overseeing, in cooperation with the Executive Board, all financial affairs of the Association; shall submit a timely financial report to the Executive Board and/or membership, including an annual summary report at the end of the fiscal year; and perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Association.
    d. The Immediate Past President shall serve on the Nominating Committee, and shall assist with any and all events as able; and perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Association.

Section 5. 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 Board.

  1. A vacancy in the office of the President shall be filled by general election by the membership.
  2. Any officer shall cease to hold office upon termination of membership, or may be removed from office by two-thirds vote of the members present and voting at a regularly scheduled meeting. Such action may be taken when it appears evident that an officer has been or is unable to serve or is otherwise unqualified.
    d. All officers will turn over to incoming officers all information and supporting papers pertaining to their responsibilities within thirty days after leaving office.

Section 6. TERM OF OFFICE
a. Any officer shall be elected for a term of two years. No officer may serve more than two consecutive terms in any one office, except the Treasurer. All officers will serve until their 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 active member of the Association.

Section 2. SLATE OF CANDIDATES
a. The Nominating Committee shall prepare a slate of not more than two candidates for each office. This slate shall appear in an issue of the official Association newsletter at least thirty 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
a. The active members of the Association shall elect the Executive Board 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.

  1. Election shall be by a voice vote of the majority of those present at this meeting, except in the event of two candidates.
  2. In the event of two candidates per office, the election will be done by secret ballot, with each office voted on separately. In the event of only one nominee for an office, the President may recommend election by general consent.

ARTICLE VI.  COMMITTEES
a.  The President shall recommend for the appointment by the Executive Board such standing, ad hoc, or special committees as they may deem beneficial to the Association.

  1. The President shall be a member ex officio of all committees except the Nominating Committee

ARTICLE VII.  MEETINGS
Section 1. EXECUTIVE BOARD MEETINGS

  1. 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.
  2. Meetings may be called by any officer with a written request of one-quarter of the active members of the Association. The purpose of the meeting shall be stated in the call.
  3. Officers are to notify the President in advance if they are unable to attend a meeting.
  4. In order to transact business, three members of the Executive Board must be present

Section 2. GENERAL MEMBERSHIP MEETINGS

  1. Meetings of the Association will be held at such time and place as are decided upon by the Executive Board, but they shall be guided by the wishes of the membership.
  2. 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.
  3. A majority of the current membership attending who are entitled to vote shall constitute a quorum for the transaction of business. In addition, two Executive Board members must be present.

ARTICLE VIII. 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.

ARTICLE IX.  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 they are or were 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 them 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 they are not entitled to be indemnified by the organization as authorized in this Article IX.

Section 3. The indemnification and advancement of expenses provided by this Article IX 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 IX or otherwise, whether or not the organization would have the power to indemnify such person against such liability under the provisions of this Article IX.

ARTICLE X.  OTHER MEETINGS AND PROTOCOLSUnless otherwise provided for in these Bylaws, the provisions set forth below govern the meetings of the Executive Board and General Membership.

Section 1.  NOTICE
Notice of the place, if any, and the date and time of each meeting shall be given to each member by any means necessary at least two days before the meeting.

Section 2.  PARTICIPATION
Members who are not physically present at a meeting may attend by the use of authorized communication equipment that enables an opportunity to participate in the meeting, including an opportunity to read, hear, or see the proceedings, 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.

Section 3.  ACTION WITHOUT A MEETINGAny action authorized or taken by the Executive Board or General Membership may be taken without a meeting by the affirmative vote or approval of all those who would be entitled to notice of the meeting for that purpose.  Any such action shall be filed with and entered upon the minutes of the Executive Board or General Membership, as the case may be.  Any transmission by authorized communication equipment that contains the record of the 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 Executive Board or General Membership may act upon the affirmative vote of a majority of its members physically present at a meeting or participating by means of authorized communication equipment.

ARTICLE XI.  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 apply, and in which they are not inconsistent with these Bylaws of the Association or any special rules of order the Association may adopt.

ARTICLE XII. BYLAW AMENDMENTS
Section 1. AMENDMENT PROCESS
a. Any RMTA member may initiate a Bylaws amendment.
b. A Bylaws Committee will be appointed by the President and will consist of an officer from the Executive Board, and one active member.
c. Any proposed amendments will be presented in writing to the general membership for their consideration no less than thirty 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 forty-eight hours of the return deadline.

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