THE BYLAWS
OF THE MUSIC TEACHERS’
ASSOCIATION OF
ARTICLE
The
name of this association shall be the Music Teachers’ Association of
California,
ARTICLE II. OFFICE
The
principal office of this association shall be in such location as
determined by the Branch Board of Directors from time to time.
ARTICLE III. PURPOSES
The
Branch is an unincorporated association affiliated with the Music
Teachers’ Association of California (the “MTAC,” the “State,” or the
“Association”). The Branch
derives its 501(c)(6) tax-exempt status through a group exemption under
the Music Teachers’ Association of California, and is subject to the
Bylaws, rules, regulations, policies, and procedures of the State.
The
common purposes of the Association and the Branch shall be the promotion
of musical culture and the pursuit of excellence in the field of music
education in support and advancement of the profession of music
teaching, and in furtherance of such purposes:
(a)
To promote excellence in
professional standards and the continuing education of music teachers;
(b)
To develop and provide
pedagogical and assessment resources to support high-quality music
instruction;
(c)
To ensure a
well-balanced, comprehensive approach to music instruction through a
rich variety of programs that explore the multiple dimensions of music
and music education;
(d)
To encourage the
involvement and participation of persons of all ages and abilities in
appreciating, understanding, engaging in, and learning music.
ARTICLE IV. MEMBERSHIP
Section 1. Membership Application.
Membership shall be granted, approved, and classified solely by the
MTAC’s Board of Directors (“State Board of Directors” or “State Board”).
Once approved and accepted by the State Board, members are
subject to the Bylaws of the Association (“State Bylaws”), which are
incorporated herein by reference.
If a member chooses to associate with a Branch, such member is
also subject to the Bylaws of the Branch (“Branch Bylaws”). Prospective
members must apply directly to the State Office upon a form prescribed
by the State Board of Directors.
Membership dues advanced by an applicant shall be returned
immediately if the application is denied.
All applicants must pay a non-refundable application fee, except
if applying for Student Membership.
Members applying for reinstatement must pay a reinstatement fee
as provided in the State Bylaws.
Section 3. Membership Rights.
The membership rights for each class are contained in the State
Bylaws, and are governed solely and ultimately by the MTAC. Provisions
relating to membership and its administration are contained in the State
Bylaws.
Section 4. Branch Membership.
(a)
Contingent on Association
Membership.
Branch membership is not a class of membership, but describes the way in
which members are associated with a Branch.
Branch membership is solely and strictly contingent on the prior
application and approval of membership with the Association. A person
cannot be a member of a Branch without first becoming a member of the
Association. Branch membership may provide a member with additional
benefits specific to each Branch, as governed by the Bylaws, rules,
policies and procedures of that Branch.
(b)
State Membership Capping.
The State has the power and authority to mandate membership caps in
situations where a Branch is over-populated in size such as to inhibit
operations, such as programming, facilities, equipment, and capacity
limitations, and the Branch has requested the State’s intervention.
In such situations, the Branch must provide cooperation and
assistance to the State, and exercise best efforts with the State to
create and maintain a membership capping policy that is applicable to
local needs.
(c)
New Branches.
A new Branch may be formed when five (5) or more Active Teacher
Members in good standing submit a written petition to the State Board of
Directors to establish a new Branch.
Branch jurisdiction shall be determined by the State Board of
Directors. Application shall
be made directly to the State Office.
Qualified music teachers who are not current members of the
Association but desire to form a new Branch must first apply to become
members of the Association.
Branches that are over-populated may consider forming new Branches.
(d) Annual Membership Dues; Branch Dues. Unless otherwise excepted in the State Bylaws, all members must pay Annual Membership Dues to maintain good standing status as members of the Association. Annual Membership Dues are an aggregate of State dues and Branch dues, where Branch dues are applicable. State dues are established by the State Board of Directors. Branch dues are established by the Branch Board of Directors and must be reasonable. Such Branch dues amounts shall be annually submitted to the State for final calculation and determination of the Annual Membership Dues. Annual Membership Dues are paid directly to the State; after receipt, the State shall forward the Branch portion of the Annual Membership Dues to the Branch. Notice of Annual Membership Dues and related information shall be posted on the Association’s website.
(e)
Branch Awards.
Branches may grant awards to Branch members and non-members
demonstrating merit for outstanding service to the Branch, or for such
other honors as the Branch so designates, but may not attach membership
rights and privileges to such Branch awards. Branches may not grant
honorary Branch memberships that attach or represent any membership
rights or privileges to non-members, or extend membership rights to
existing members that exceed or conflict with Association membership
classifications and rights as set forth in the State Bylaws.
(f)
Contributory Branch Membership. Contributory Branch Membership is not a class of membership,
but describes the way in which an Active Teacher Member of a Branch (the
“Primary Branch”) may pay a contributory fee for association with, and
limited participation in, only one other Branch (the “Secondary
Branch”). The approval and
acceptance of Contributory Membership is governed at the sole discretion
of the Secondary Branch.
Contributory Membership fees are established solely by, and paid
directly to, the Secondary Branch. Contributory Members do not have the
right to vote and are not eligible to hold office in the Secondary
Branch. Contributory Members
may not enter Certificate of Merit students through their Secondary
Branch. Any Secondary Branch
benefits or privileges the Contributory Member may receive are governed
at the discretion of the Secondary Branch.
(g)
Branch Transfer.
A member of
any class in good standing may transfer from one Branch to another.
Transfer applications shall be made directly to the State Office.
Transfers are effective only upon approval by the receiving
Branch, which shall be communicated through the State Office.
Branch Transfers may also be subject to any existing
State-approved membership caps that the receiving Branch may have in
place. Other than any
applicable State-approved membership caps, the Branch approval process
for transfers must be ethical and non-discriminatory. To the extent that
a Branch has intentional or inadvertent unethical and/or discriminatory
approval practices, policies or procedures, the State Board of Directors
has the power to (i) compel the Branch to revise its approval practices,
policies, and/or procedures, and/or (ii) directly approve a transfer to
the receiving Branch.
Section 5. Voting Members. Active
Teacher and Life Members associated with a Branch who are in good
standing, shall be entitled to vote on Branch matters (“Voting
Members”). Each Voting Member shall have one vote on each matter.
Section 6. Suspension or
Termination of Membership.
The
State Board of Directors, by a vote of two-thirds of the Directors at a
duly called meeting or by unanimous written consent, has the sole
authority to suspend or terminate the membership of any member for
cause, including but not limited to, violation of the Association or
Branch Bylaws, codes of ethics or conduct, policies and procedures,
rules and regulations, any event that renders the member ineligible for
membership, failure to satisfy the membership qualifications set forth
in these Bylaws, or acting in a manner harmful to the Association, as
determined solely by the State Board of Directors, other than for
non-payment of membership dues which shall be governed by other
provisions of the State Bylaws.
Suspension or termination of membership shall be effective provided the
member has been provided at least fifteen (15) days’ prior written
notice including the reason for the proposed suspension or termination,
opportunity for the member to present information orally or in writing
on his/her behalf at least five (5) days before the effective date of
the suspension or termination, and written notice of the State Board of
Directors’ final decision. If membership is terminated, such member may
appeal for reconsideration by the State Board of Directors. If
membership is suspended, the terms of suspension shall be determined by
the State Board of Directors.
No membership dues refunds will be given. Termination of
membership from the Association automatically results in termination of
Branch membership. Branches
do not have authority to suspend or terminate a member from the
Association or from a Branch, but may submit information to the State
regarding removal of a member from a Branch and/or suspension or
termination of a member from the Association, in accordance with any
policies and procedures established by the State for taking such action.
Section 7. Disciplinary Action.
The State Board of
Directors, by a vote of
two-thirds of the Directors at a duly called meeting or by unanimous
written consent, has the
authority and power to exercise
disciplinary action against any member for cause, including but
not limited to, violation of the Association or Branch Bylaws, codes of
ethics or conduct, policies and procedures, rules and regulations, or
acting in a manner harmful to the Association, as determined solely by
the State Board of Directors, other than for non-payment of membership
dues, pursuant to any policies and procedures established by the State
Board in compliance with the State Bylaws. Disciplinary action may
include, but is not limited to: monetary fines, corrective or remedial
actions undertaken by the offending member, suspension from
participation in State or Branch programs, suspension and/or removal as
a Branch Officer or Director, removal of a member from his/her
association with a Branch, or suspension or termination of membership as
provided in the State Bylaws.
Except for monetary fines administered in accordance with
established policies and procedures for State programs, any member who
is the subject of disciplinary action shall be provided prior written
notice including the reason for the proposed disciplinary action, and
reasonable opportunity for the member to present information on his/her
behalf. The State Board of
Director’s final decision shall be provided with written notice.
Branches do not have authority to take disciplinary actions against
members that directly affect or interfere with the State membership
rights, including State voting rights, eligibility to participate in
State programs, or serving as State director or officer (the “State
Rights”). In certain
circumstances, the State may authorize and delegate the Branches to
undertake such disciplinary actions through policies and procedures
established by the State Board.
This restriction does not preclude Branches from taking
disciplinary actions against members that do not affect or interfere
with the State Rights, such as limiting a member’s ability to
participate in Branch programs or hold Branch office.
However, any time a Branch is considering taking a disciplinary
action against a member, including the collection of evidence as a
possible basis for a disciplinary action, it shall provide notice to the
State Board of Directors, in the manner required by the State Board from
time to time, and shall comply with any and all policies and procedures
established and provided by the Association regarding Branch
disciplinary actions. In
addition, if at any time, in the sole discretion of the State Board, a
Branch disciplinary action affects the State Rights of a member, or
affects the interests of the Association, the State Board may intervene,
direct, and control the action.
Section 8. Conflict Resolution.
Members are encouraged to make every effort to resolve conflicts
through direct communication among all of the involved parties, or at
the Branch level, so long as such resolution of the conflict does not
affect the State Rights of a member, as defined in the State Bylaws and
these Bylaws, Article IV, Section 7.
If, however, a conflict cannot be resolved among the involved
parties, or at the Branch level, or action is required that may affect
or interfere with the State Rights of a member, the matter shall be
submitted to the State Board of Directors.
Conflict resolution procedures
undertaken by the Branch must be in accordance with, and not in conflict
with, any policies and procedures established by the State Board of
Directors. Such policies and
procedures may be contained in a separate document pertaining
specifically to that matter.
ARTICLE V. BRANCH BOARD OF DIRECTORS
Section 1. Number and Qualifications.
There shall be nine Directors on the Branch Board of Directors, elected
by the Voting Members. Upon
election, the Directors shall be simultaneously appointed and serve
concurrently as the Officers of the Branch, in the offices designated in
the election, provided that the Board of Directors may appoint
additional non-Director Officers as provided in Article VI, Section 1,
below. Directors must be
Active Teacher or Life members at the time of nomination and throughout
their service as Directors.
Termination of a member by the State Board shall automatically result in
the termination of that member’s position as Director at the Branch, if
applicable.
Section 2. Nominations
and Election.
A Nominating Committee of three Active Teacher or Life members,
who are not currently on the Branch Board of Directors, shall be
selected by the Branch Board of Directors.
The selected members of the Nominating Committee shall be
announced at the meeting before the Branch Annual Meeting.
The Nominating Committee shall nominate one candidate per office
for the Board of Directors and concurrent Officer positions.
Nominations by any Voting Member may also be taken from the floor
of the Branch Annual Meeting, at which time the elections are held.
Voting Members shall elect Directors and Officers at the Branch
Annual Meeting. Voting shall
be conducted by secret ballot.
The candidate receiving the highest number of votes for such
candidate’s designated office shall be elected.
Section 3. Term.
Directors shall serve for a term
of two years which shall run concurrently with their term as Officer, or
until their successors are elected.
Terms of office shall begin on August 1, in correspondence with
the beginning of the fiscal year of the Association and the Branches.
Section 4. Powers. The Branch Board of Directors shall have the
right, responsibility, and authority to exercise all such powers and
perform such acts as may be exercised or undertaken by the Branch,
subject to the provisions of the California Corporations Code, the State
Articles of Incorporation, the State Bylaws, and these Branch Bylaws.
The Branch Board of Directors may delegate the management of its
business affairs and other activities provided that the Branch Board
retains its ultimate powers and responsibilities.
Section 5. Duties.
The Branch Board of Directors shall pursue the
purposes of the Branch and shall have discretion in the disbursement of
Branch funds. It may adopt
any rules, regulations, policies and procedures for the conduct of
Branch business and activities that do not conflict with the State
Bylaws or State program policies and procedures.
The Branch Board of Directors may appoint and remove such agents,
contractors, employees, or officers of the Branch, as deemed necessary
to execute the duties, powers, and responsibilities of the Branch Board
of Directors.
Section 6. Resignation.
A Director may resign at any time by giving
written notice to the Branch Board of Directors, President, or
Secretary. The Branch Board
must immediately notify the State Office of the Association of such
resignations. The
resignation of such a Director shall result in the automatic and
concurrent resignation of the Director’s position as an Officer.
Section 7. Removal of Directors.
Directors may be removed by a majority of the Voting
Members. In addition, a Director
may be removed by the State Association as provided in Article IV,
Section 7 or Article V, Section 1 of these Bylaws.
The removal of such a Director shall result in the automatic and
concurrent resignation of the Director’s position as an Officer.
Resignation or expulsion of a member shall result in the automatic
termination of such member from any office.
Section 8. Vacancies.
Vacancies on the Branch Board of Directors shall exist on the
death, resignation, or removal of a Director, or whenever the number of
authorized Directors is increased.
A vacancy on the Board of Directors shall be filled by a vote of
the remaining Directors within thirty (30) days after such vacancy has
occurred, with the person elected holding office until the next
election, or until his or her resignation, removal, or death.
Notwithstanding the previous
sentence, a vacancy shall be filled by a vote of the members if such
vacancy was caused by removal of a Director by the members, or if the
Board of Directors does not otherwise fill the vacancy, with the person
elected holding office for the unexpired portion of the term or until
his or her resignation, removal, or death.
Section 9. Board of Directors’ Meetings.
Unless otherwise established by the Branch Board of Directors, regular
meetings of the Board of Directors shall be held on the second Monday of
every other month from October through June.
Special meetings of the Board of Directors may be called by the
President, or by written request of three Board members.
The Directors shall receive notice of the time and place of a
special meeting at least four (4) days in advance of the meeting if by
Section 10. Quorum.
A majority of the Board of Directors shall
constitute a quorum. Every decision made by a majority of Directors
present at a duly-called meeting in which a quorum is present shall be
regarded as an act of the Branch Board of Directors, unless otherwise
provided by law or in these Bylaws.
Section 11. Action by Written Consent without Meeting.
Any action required or permitted to be taken by the
Branch Board of Directors may be taken without meeting, provided that
all the members of the Branch Board shall individually or collectively
provide unanimous written consent to that action.
“Written consent” is defined to include consents submitted and
received by electronic transmission, such as facsimile and email
communication. All written consents shall be filed with the minutes of
the meeting, and shall have the same force and effect as a unanimous
vote of the Directors.
Section 12. Meeting by Electronic Conference.
Members of the
Branch Board of Directors may participate in a meeting through the use
of conference telephone or similar electronic means so long as all
members participating in such meeting can simultaneously hear one
another and participate at will.
Section 13. No Remuneration; Expenses.
The Branch Board
of Directors shall receive no remuneration for the performance of their
duties. Nothing herein contained, however, shall be construed to
preclude any Director from serving the Branch or Association in some
other capacity demanded by the needs of the Branch or Association for
which he or she may receive compensation.
Nothing herein contained shall be construed to preclude any
Director or Officer from receiving reimbursement for expenses incurred
on behalf of Branch business, provided such expenses incurred were
approved by the Branch Board of Directors.
Section 14. Audit. The Board of
Directors shall annually appoint an auditor, or audit committee, to
audit the books of the Treasurer.
The State Association may require the Branch to submit the audit report
annually.
Section 15. Non-liability.
The Directors shall not be personally liable for the debts, liabilities,
or other obligations of the Branch or the State Association.
Section 16. Insurance.
The Branch Board of Directors shall have the right to purchase and
maintain insurance to the fullest extent
permitted by law on behalf of the Branch
Directors, Officers, Chairs, Committee members, employees,
and agents, against any liability asserted against or incurred by any
Branch Director, Officer, Chair, Committee member, employee, or agent,
in such capacity or arising out of such person’s status.
The State’s insurance does not cover the Branches, nor their
Directors, Officers, chairs, committee members, employees, agents, or
any members individually, unless otherwise notified in writing by the
State.
ARTICLE VI. BRANCH OFFICERS
Section 1. Officers.
The Officers of the Branch shall be President,
1st Vice-President, 2nd Vice-President who is the
Membership Secretary, Recording Secretary, Corresponding Secretary,
Treasurer and three Directors.
They shall be elected and installed to office as provided in
Article V. In addition, the
Branch Board of Directors may elect other non-Director Officers to other
Officer positions, as determined by the Board (the “Non-Director
Officers”).
Section 2. Terms of Office. Officers
shall serve for a term of two
years, which, if the Officer holds a concurrent position as Director,
shall run in exact concurrence with such Officer’s term as a Director in
accordance with Article V, Section 3.
Section 3. Resignation; Removal of Officer.
An Officer may resign at any time by giving written notice to the
Branch Board of Directors, President, or Secretary.
Resigning Officers shall, within thirty (30) days of leaving office,
transfer all records, books, funds and other pertinent material of said
office to their successor.
If the Officer holds a concurrent position as Director, the resignation
of such an Officer shall result in the automatic termination of the
Officer’s position as a Director. The Branch Board must immediately notify the State Office of the
Association of such resignations.
An Officer may be removed at any time with or without cause by
the Branch Board of Directors, unless an Officer also holds a concurrent
position as a Director, for which the provisions for removal of a
Director provided in Article V, Section 7 must apply.
In addition, the State Board has the power to remove Officers as
provided in Article IV, Section 7, and Article V, Section 1 of these
Bylaws. Resignation or
expulsion of a member shall result in the automatic termination of such
member from any office.
Section 4. President.
The President shall be the principal officer
of the Branch and shall have general supervision, direction, and control
of the business, activities, officers, and personnel of the Branch. The
President shall preside at all meetings of Branch Board and members’
meetings. The President, in
consultation with the Branch Board, shall appoint committees as
necessary, and shall be an ex-officio member of any committees except
the Nominating Committee.
Section 5. Vice-President.
If the
President is absent or unable to act, the Vice President shall perform
all the duties of the President and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President.
The Vice President shall have such other powers and perform such duties
as from time to time may be prescribed by the Branch Board of Directors,
or these Bylaws.
Section 6. Treasurer.
The Treasurer
shall be responsible for keeping and maintaining adequate and correct
accounts of the properties and business transactions of the Branch,
including accounts of its assets, liabilities, receipts, disbursements,
gains and losses. The
Treasurer shall be responsible for depositing all monies and other
valuables in the name and to the credit of the Branch with such
depositories as may be designated by the Branch Board of Directors.
The Treasurer shall render an annual financial report and other
financial reports, periodically or on request of the Branch Board,
regarding all transactions and the financial condition of the
Association. The Treasurer
shall have such other powers and perform such other duties as may be
prescribed by the Branch Board of Directors, or these Bylaws.
The Treasurer shall co-sign all
checks with the President or Membership Secretary.
Section 7. Recording Secretary.
The Recording Secretary shall be responsible
for keeping a book of minutes at the principal office, or at such other
place as the Branch Board of Directors may direct, of all meetings of
Directors and members. The Recording Secretary shall be
responsible for providing notice of all meetings of the members and of
the Branch Board of Directors required by the Bylaws or by law, and
shall have such other powers and perform such other duties as may be
prescribed by the Branch Board of Directors, or these Bylaws.
Section 8. Membership Secretary.
The Membership Secretary shall be responsible
for the supervision of membership applications and related membership
matters of the Association, and shall have such other powers and perform
such other duties as may be prescribed by the Branch Board of Directors,
or these Bylaws.
Section 1. State Association Membership Meetings. The
provisions related to the Annual Business Meeting and other member
meetings of the Association are contained in the State Bylaws, including
provisions pursuant to which Voting Members elect delegates to represent
them at the Annual Business Meeting.
Section 2. Branch Annual Meeting. The members must
meet at least once per year on the 2nd Monday of June for the purpose of
electing Directors and transacting other business as may come before the
meeting. Such meeting must be duly called at such time and place as set
forth in Article VII, Section 4, and pursuant to the notice provisions
set forth in Article VII, Section 5.
Section 3. Regular Meetings. The regular meetings of
the Branch shall be held on the 2nd Monday of October and June with
Board meetings on the 2nd Mondays of December, February and April,
unless otherwise established by the members or Branch Board of
Directors.
Section 4. Special Meetings. Special meetings of the
members may be called by the President, Branch Board of Directors, or
upon the written request of nine members of the Branch.
Section 5. Notice of Branch Meetings. The Branch shall
provide written notice of the annual meeting and any special members’
meetings to each Voting Member. The notice shall be delivered to the
last address provided by the member to the Branch, not less than ten
(10) nor more than ninety (90) days before the date of such meeting. The
notice shall state the place, date, and time of the meeting and the
general nature of the business to be transacted, and no other business
may be transacted. In the case of a meeting at which Directors will be
elected, the notice shall include the names of all those who are
nominees as of the date of the notice.
Section 6. Quorum. Five Voting Members shall
constitute a quorum at any member meetings. Section 7. Act of the
Members. Voting may be conducted either at a member meeting at which a
quorum is present, or by a written ballot in which the number of votes
cast equals or exceeds the number required for a quorum. Approval of a
matter voted on requires an affirmative majority of the votes cast,
unless otherwise provided in these Bylaws. Section 8. Voting at
Meetings. Voting at meetings may be conducted by voice or secret ballot.
Proxy voting and cumulative voting shall not be permitted on any matter
voted upon by the members.
Section 9. Action by Written Consent without Meeting.
Any action required or permitted to be taken by the Voting Members may
be taken without meeting, provided that all the Voting Members shall
individually or collectively provide unanimous written consent to that
action. “Written consent” is defined to include consents submitted and
received by electronic transmission, such as facsimile and email
communication. All written consents shall be filed with the minutes of
the meeting, and shall have the same force and effect as a unanimous
vote of the Directors.
ARTICLE VIII. BRANCH COMMITTEES.
Section 1. Committees.
The Branch Board of Directors may establish
committees to oversee and be responsible for programs and projects, from
time to time, as needed.
Section 2.
Standing Committees. The
Branch Board of Directors has the power to appoint and establish
standing committees from time to
time, as deemed beneficial to meet the needs of the Branch.]
Section 3. Special Committees.
The Branch Board of Directors has the power to appoint and establish
special committees from time to time, as deemed beneficial to meet the
needs of the Branch.]
Section 4. Committee Chairs.
The Branch Board of Directors has the power to appoint Committee
Chairs and Committee members, who shall serve until their successors are
appointed.
Section 5. Duties of the Committees. The duties of the
Committees shall be prescribed by the Branch Board of
Directors, in addition to those duties prescribed under Article VIII,
Section 6 for State Programs.
Any expenditure necessary in the performance of duties by the
Branch Committees shall be approved by the Branch Board of Directors.
Any contracts and agreements negotiated or entered into by the Branch
Committee must be signed by the duly authorized representatives of the
Branch Board of Directors and the duly authorized representatives of the
other party or parties to the contract or agreement.
Section 6. State Programs.
Any Branch Committees that are established to oversee and assist
in the administration of State Programs are subject to any applicable
State policies, procedures, rules, and regulations established by the
State Board of Directors regarding such programs.
Section 7. Resignation; Removal.
Committee Chairs and members may resign at any time by providing
written notice to the Board of Directors, President, or Recording
Secretary of the Branch. Any
such resignation shall take effect at the date of the receipt, or at a
later date specified in the notice and approved by the Board of
Directors. Any Committee
Chair or member may be asked to voluntarily resign, or be removed by,
the Board of Directors, at any time, with or without cause.
ARTICLE IX. RELATIONSHIP BETWEEN STATE AND BRANCH
Section 1. General.
The Branches are
unincorporated associations who have fulfilled the Association’s Charter
requirements, and by so doing, consent to become affiliates of the
Association. The Branches
agree to maintain the terms and conditions of its Charter and
affiliation with the Association, as set forth in the State Bylaws and
as established and determined by the State Board of Directors from time
to time. Among other benefits of affiliation, Branches are listed as
subordinate organizations under a group exemption ruling from the
Internal Revenue Service for tax-exempt status under Section 501(c)(6)
as a business league, provided the Branches annually submit the
requested documentation and information required for the group
exemption.
Section 2. Charter.
Upon fulfilling
the formation and operating requirements necessary to organize and
establish a new Branch, and approval by the State Board of Directors, a
Charter shall be granted to each new Branch.
The new Branch shall maintain the terms and conditions of its
Charter and affiliation with the Association as provided in Article IX,
Section 1. The State Board
of Directors has the power to revoke or terminate the Charter and
affiliation of a Branch for cause, including but not limited to, the
number of members in the Branch falling below five (5), or failure of
the Branch to maintain the formation or operating requirements of a
Branch. The State Board of
Directors also has the power to revoke or terminate the Charter of a
Branch in the event a Branch has taken actions, or continues to take
actions, that wrongfully interfere with membership rights, or are deemed
harmful to the Association and/or its members, in the determination of
the State Board, provided the State Board has: (i) conducted a full and
impartial investigation of the facts and circumstances, (ii) given
reasonable opportunity for the Branch to present information on its
behalf, and (iii) exhausted all other remedies, disciplinary, or
corrective actions. Revocation or termination of a Charter shall result
in the dissolution of the Branch and concurrent termination of
affiliation with the Association.
The Branch’s net assets remaining after the discharge of all
obligations shall revert to the State Association.
Section 3.
Affiliation;
Branch Use of Association Name.
In
referring to its affiliation with the Music Teachers’ Association of
California, Branches may use the name of the Music Teachers’ Association
of California on their stationery, publications, or promotional
literature, as so long as they designate the Branch name also and
include the phrase “Affiliated with the Music Teachers’ Association of
California.” This statement
must be included in the Bylaws and must appear in other publications of
the Branches.
Section 4. Branch Bylaws.
Branch Bylaws and
any amendments, revisions, or restatements thereto, must be in
conformity with the State Bylaws and any Model Branch Bylaws provided by
the Association, and may include any other bylaws the Branch wishes to
adopt, so long as they are approved by the State Board as provided
below. In the event of a
conflict, the State Bylaws and any Model Branch Bylaws shall govern.
When a State Bylaw amendment, revision, or
restatement affects Branch Bylaws, the State shall amend, revise, or
restate the Model Branch Bylaws accordingly, so that a Branch may ensure
conformity with the State Bylaws.
Branch Bylaws, including any amendments, revisions, or
restatements thereto, must be submitted to and approved by the State
Board of Directors before they become effective.
Section 5. Branch Code of Professional
Conduct.
Any Branch codes of professional conduct or ethics shall be in
conformity with any codes, policies, procedures, rules or guidelines
established and provided by the Association pertaining to such matters,
including any amendments, revisions, or restatements thereto. Branch
Codes of Ethics or Professional Conduct must be approved by the State
Board before they become effective.
Branch Codes of Ethics or Professional Conduct shall not be
contained in any Branch Bylaws, but shall exist as an independent
document.
Section 6. Branch Officers and Directors.
Branch Officers and Directors shall be elected by the members of that
Branch, in accordance with the provisions of Branch Bylaws.
Branch Officers and Directors may be removed according to the
provisions of the Branch Bylaws.
The State Board also has the authority and power to remove Branch
Officers and Directors, in accordance with the disciplinary action
provisions of Article IV, Section 20 of the State Bylaws. Branches, and
Branch Bylaws, may not grant honorary or lifetime Office or Director
titles or positions. Branch
Officers and Directors have responsibilities to the Association, the
Branch, and the members, and by accepting such position, agree to be
bound to the duties and responsibilities governed by the provisions of
the California Corporations Code, the Articles of Incorporation, the
State Bylaws, the Branch Bylaws, and any other policies and procedures
established by the State and Branch Boards, from time to time.
Section 7. Interpretation; Final Determination.
The Association has the sole authority as to the
interpretation, application, and final determination of the State
Bylaws, the Articles of Incorporation, Association policies and
procedures, codes of conduct or ethics, and any other rules and
regulations. The Association
has the final authority regarding the interpretation, application, and
determination of Branch Bylaws, Branch codes of conduct or ethics,
policies and procedures, and any other rules and regulations that affect
State-Level Rights of members or the interests of the larger
Association, as determined in the sole discretion of the State Board.
This statement shall appear in all Branch Bylaws.
Section 8. Liability.
Branches have no authority to, and may not,
incur or contract any indebtedness, obligations, or any other
liabilities, which might be construed or considered a liability of the
State Association. These Bylaws
shall not be deemed to create any relationship of agency, partnership,
or joint venture between the Association and Branches, and the Branches
shall not make such representation to anyone.
The Branches are not, and may not represent that they are, an
arm, agent, legal representative, or integral part of the Association,
and the Association shall not be involved in the day-to-day affairs of
the Branches, except as related to membership and State programs or
materials. Branches shall
take all reasonable measures to ensure that third parties with which it
has dealings understand that it is a separate legal entity from the
Association. The Association is not responsible or liable for the debts
of the Branches or actions taken by the Branches that may create
liability for the Association, by virtue of affiliation.
Section 9. State Indemnification.
The
Branch shall defend and indemnify the Music Teachers’ Association of
California and its Directors, Officers, Staff, employees, and agents,
and save them harmless from and against any and all liabilities, losses,
damages, costs, claims, liens, judgments, penalties, fines, attorneys’
fees, court costs and other legal expenses, insurance policy
deductibles, and all other expenses arising out of or related to any
act, omission or negligence by the Branch, or its Directors, Officers,
employees or agents, arising from any claim of any nature whatsoever.
Section 10. Financial Reports.
All
Branches shall have the same fiscal year as the State Association, from
August 1 through July 31, and shall send financial reports to the State
Office on a form prescribed by the State Board of Directors on or before
August 15 of each year. The
State Board of Directors may, at any time, perform a financial review or
audit of any Branch.
Section 11.
Branch Names. A
Branch shall be designated by the name of the county in which it
is located. Where there are two (2) or more Branches in the same county,
the Association shall designate the newer Branch with a name
corresponding to the specific local area in which the Branch is located.
Section 12. Membership Directory.
The State Membership Directory is a benefit of membership for
facilitating communication among members and shall be used by members
only, and may not be used by members or non-members for commercial or
solicitation purposes.
Mailing lists for such purposes may be purchased directly from the State
Office.
ARTICLE X. CONVENTIONS
Section 1.
Section 2. Fees and Expenses.
The State Board of Directors shall determine
all registration and other fees for the Convention and shall be solely
responsible for the preparation, organization, and conduct of the
Convention.
ARTICLE XI. ARBITRATION
In the event of any dispute, claim, question, or disagreement arising
from or relating to the Association’s Articles of Incorporation, these
Bylaws, Branch Bylaws, and any State or Branch rules, regulations,
policies, or procedures, or the breach thereof, the Association and its
members shall use their best efforts to settle the dispute, claim,
question, or disagreement.
To this effect, they shall consult and negotiate with each other in good
faith, and recognizing their mutual interests, attempt to reach a just
and equitable solution satisfactory to both parties.
If they do not reach such solution within a period of sixty (60)
days, then upon notice by either party to the other, all disputes,
claims, questions, or differences shall be finally settled by
arbitration administered by the American Arbitration Association in
accordance with the provisions of its Commercial Arbitration Rules.
ARTICLE XII. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Roberts Rules of Order,
Newly Revised shall govern the Association and the Branches in all cases
where they apply and where they are not inconsistent with the California
Corporations Code, the Articles of Incorporation, these Bylaws, and any
special rules of order the Association may adopt.
ARTICLE XIII. DISSOLUTION
In the event of dissolution of the Branch, the net assets remaining
after the discharge of all obligations shall be transferred to the State
Association, or according to the requirements provided by state or
federal law.
ARTICLE XIV. AMENDMENT OF BRANCH BYLAWS
Section 1. Amendment
Proposals.
Amendments may be proposed by the Branch Board of
Directors, or by written petition signed by five-percent (5%) of the
Voting Members in the Branch, submitted in writing to the Branch Board
of Directors at least [insert
number of days] before
the vote on the amendment is expected to be taken.
Section 2. Methods of Amendment.
These Branch Bylaws
may be amended in conformance with Article IX, Section 4, by a vote of
two-thirds of those Voting Members at a meeting where quorum is present,
or by two-thirds of Voting Members casting a written ballot in which the
number of votes cast equals or exceeds the number required for a quorum.
In each case, written notice of
the proposed amendments, including the text of the proposed amendments,
shall be submitted to the Voting Members at least fifteen days prior to
the date of the action. Such
amendments that are approved by the Voting Members shall not become
effective until final approval by the State Board pursuant to Article
IX, Section 4, above.
Section 3. Amendments to State Bylaws.
Provisions for proposing and amending the State Bylaws are set
forth in the State Bylaws.