Bylaws of NJMTA, Inc.
A New Jersey Nonprofit Corporation
Revised 2022
ARTICLE I. NAME
The name of the corporation is NEW JERSEY MUSIC TEACHERS ASSOCIATION, INC., hereafter referred to as NJMTA or the Association. NJMTA is an affiliate of the Music Teachers National Association Inc., otherwise known as MTNA, Cincinnati, Ohio, an exempt organization under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE II. PURPOSES
Section 1. Primary Purposes
NJMTA will have the purposes or powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by law. The primary purpose of NJMTA is to operate exclusively for one or more purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
The purpose of NJMTA shall be the advancement of music education, and in specific furtherance thereof:
To conduct programs and activities to build a vital musical culture and an enlightened musical public for the benefit and the general welfare of all persons;
To ensure that every student shall have access to a balanced, comprehensive and high-quality program of music instruction;
To promote the quality of teaching, research and scholarship in music;
To promote the involvement of persons of all ages in learning music;
To foster the utilization of the most effective techniques and resources in music instruction; and,
To facilitate the education of music teachers.
Section 2. Nature of Corporation
NJMTA is a nonprofit corporation whose funds are to be used solely to accomplish the objectives described in Section 1 of this Article II. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to members, the board of directors, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions to further the purposes set out in Section 1 of Article II. 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 (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office. The organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt for federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 3. Dissolution
In the event of the dissolution of NJMTA, any funds remaining in the treasury, after the payment of any outstanding debts, shall be contributed to MTNA.
ARTICLE III. MEMBERSHIP
Section 1. Membership Classifications
The following membership classes are open to those who meet the respective qualifications and pay the annual dues provided for the respective classification pursuant to Section 3 hereof:
Active Membership is open to all individuals professionally engaged in any field of musical activity. Active members are entitled to participate in all NJMTA and MTNA activities and programs, to vote, hold office and receive the publications of NJMTA and MTNA
Student Membership is open to all full-time college students currently involved in music study. They may hold membership in an affiliated Association where such an organization is available. Student members are entitled to attend programs and participate in programs of NJMTA upon payment of the registration fees and to receive the publications of NJMTA and MTNA. Student member will not have the right to vote, hold office, or enter students in any competitions, but they may have students participate in the Performathon and the Spring Piano Festival.
Honorary Membership of NJMTA will be considered for members who have reached the age of seventy (70) and who have contributed substantial service to NJMTA. They will be recognized at the NJMTA state Conference and will be entitled to free membership in NJMTA.
Patron Membership is open to individuals and businesses that wish to support the programs of NJMTA and MTNA. Patron members are entitled to attend programs of the Association, and to receive all publications. They will not have the right to vote or to hold office.
Section 2. Membership Year
The Board of Directors shall determine the membership year for all membership categories. Active MTNA membership goes from July 1 to June 30. Collegiate membership goes from October 1 to September 30.
Section 3. Annual Dues
Annual dues for all categories of membership shall be due as determined by the Board of Directors. The Board of Directors shall establish the annual dues amount and publish the dues information in the next issue of the official publication.
The membership fee for all categories of membership is due on the first day of the membership year, after which date members are not in good standing and are not entitled to any privileges of membership until dues are paid for the current membership year. In order to enter students in any event held by NJMTA or MTNA, members must have paid their dues and be a current member.
Section 4. Resignations
A member in good standing may resign from the Association by submitting a letter of resignation to the NJMTA President who will remove that member from the membership roster. No dues refund will be given.
Section 5. Reinstatement
A member who resigned in good standing or who allowed annual dues to lapse may reactivate his or her membership by requesting such action and paying the current dues. If continuous membership is desired, the member must pay all dues accruing from the time of non-renewal through the current year.
Section 6 Termination Of Membership
Membership in NJMTA is a privilege and not a right. Termination of membership for non-payment of dues within the time prescribed in Section 3 of this Article III is automatic and not subject to the procedures stated herein. Other than for non-payment of dues, the Board of Directors, by a two-thirds vote, may terminate a membership if the Board determines that termination is in the best interest of NJMTA or the purposes of NJMTA as stated in Article II of the Bylaws. The Board of Directors shall only consider and vote upon the proposed termination of a membership after the member has been advised of the alleged reason for termination and been provided an opportunity to present information to the Board of Directors on his or her behalf. If membership is terminated, the individual may appeal for reconsideration of that decision to the Board of Directors. The Board of Directors will determine whether to uphold the membership termination by a majority vote. In the event of a membership termination, a dues refund will not be given.
Section 7. General Meeting
The NJMTA general membership meeting is held annually at the State Conference. Notice of the meeting will be given at least thirty (30) days in advance. At this meeting, the general membership may bring forward items for consideration.
ARTICLE IV. AFFILIATED ASSOCIATIONS
Section 1. Affiliation Requirements
Any city, town, or district music teacher associations that fulfills the requirements established by the Board of Directors from time to time may become and remain affiliated with NJMTA provided that it guarantees on the basis of submitted membership rosters that one hundred percent (100%) of its members who meet the requirements of NJMTA Active or Collegiate membership are members in good standing of NJMTA.
Section 2. Affiliation Statement
In referring to its affiliation, each association shall use the phrases, “Affiliated with the New Jersey Music Teachers Association,” and "Affiliated with Music Teachers National Association. These specified phrases shall be included in the bylaws of all local affiliated associations, college chapters, and in all publications and programs.
Section 3. 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 NJMTA and MTNA documents and to carry out the various programs of NJMTA.
Section 4. Termination of Affiliation
The Administrative Committee may suspend or terminate any affiliated Association at any time for justifiable cause, as outlined in the Bylaws, subject to ratification of this action by the NJMTA Board.
ARTICLE V. BOARD
Section 1. Administrative Committee
The Administrative Committee shall consist of the President, President-Elect, Recording Secretary, Treasurer, Immediate Past President, Vice President of Membership, and Vice President of Student Activities. The Administrative Committee has the power to act on behalf of the full Board between regularly scheduled Board meetings and in an emergency whenever quick and decisive action is called for.
Section 2. Board of Directors
The Board of Directors shall consist of members of the Administrative Committee along with the Antitrust Compliance Officer, Historian, Independent Music Teachers Forum Chair, MTNA Competitions Chair, Communications Coordinator, and Auditor. The total number of Directors will not be more than fifteen or less than ten at any time.
Section 3. Finance Committee
The Finance Committee shall consist of the President, President-Elect, Immediate Past President, Vice President of Student Activities, Recording Secretary, Treasurer, ex officio without vote. This Committee shall oversee financial responsibilities by recommending policy to the Board, interpreting it for the event chairs, and monitoring its implementation. The Committee, along with the Auditor, shall propose a budget for approval by the Board of Directors. It may have other duties assigned by the President with the approval of the Board of Directors.
Section 4. Authority and Duties
The Board of Directors, within the limits of the Bylaws, shall determine policies of the Association with recommendations from the Committees, and individual members. In addition to the powers and authority expressly conferred upon it in these bylaws, the Board of Directors shall have the right, responsibility, and authority to exercise all such powers and perform such acts as may be exercised or done by the Association subject to the Statutes of the State of New Jersey, provisions of the Articles of Incorporation and the Bylaws of the Association.
Section 5. Selection and Term of Office
Members of the Administrative Committee will be elected by the NJMTA Board for a term of two years and/or serve until a successor to such office assumes the position. Such election will take place at the first regular meeting of the NJMTA Board taking place in each calendar year.
Section 6. Succession
The 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.
Section 7. Board Vacancies and Removal
A vacancy in the office of President shall be filled for the remainder of the term by the President-Elect who will then serve his or her term as President.
A vacancy in any office, except that of President, shall be filled for the remainder of the term by the Board of Directors.
Any Board member or Chair/Coordinator, whether elected or appointed, shall cease to hold office upon termination of membership, or may be removed from office by a two-thirds vote by the persons authorized under these Bylaws to elect or appoint such positions whenever in their judgment the best interests of the Association are served and after a hearing on the issues has been conducted. Such removal, however, shall be without prejudice to any contract rights of the Board Member or Chair/Coordinator so removed.
Section 8. Meetings
Regular meetings of the Board of Directors will be held at least four times each calendar year. This provision of the Bylaws constitutes notice to all Directors of regular meetings for all years and instances, and no further notice shall be required although such notice may be given.
Special meetings of the Board of Directors may be called by either: (1) The President (2) Board of Directors.
Section 9. Waiver of Notice
Board of Directors are required to attend at least 50% of all board meetings held during the year and are required to attend 100% of all special meetings held during the year.
Section 10. Quorum
To transact business, a quorum consisting of five (5) members of the Administrative Committee, at least one of them being the President or President-Elect, must be present. Meetings may, in an emergency case, 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 a meeting.
Section 11. 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.
ARTICLE VI. FINANCE
Section 1. Fiscal year
The fiscal year will commence on July 1 and end on June 30.
Section 2. Books and Records
The Association shall keep correct and complete books and records of account and minutes of the proceedings of its Members, Board of Directors, which should be kept and managed by the Chronicle Committee.
Section 3. Financial Disclosure
NJMTA will provide financial information as required by law.
ARTICLE VII. COMMITTEES
Section 1. Nominating Committee
A Nominating Committee shall consist of the Immediate Past President, who shall serve as chair, and three active members of NJMTA. The three members shall be agreed by the Board to serve in this capacity.
Section 2. Standing Committees
Such committees, standing or special, may be established by the Board of Directors as it shall from time to time deem necessary to carry on its work. Their members shall be appointed by the President with the approval of the Board of Directors. The President shall be an ex officio member of all committees except the Nominating Committee and any disciplinary committees.
The NJMTA Student Activities Committee shall consist of the Vice President of Student Activities and the following Chairs/Coordinators: Piano Judging Coordinator, Spring Recital Auditions, Young Musicians Competitions, High School Scholarship Competition, Commissioned Composer Competition, Advanced Master Class, and Spring Piano Festival.
The Communications Committee shall consist of the Communications Coordinator, who shall serve as the Chair, Newsletter Editor, Yearbook Editor, Website Coordinator, Advertising Chairperson and Historian.
The Past Presidents Advisory Committee shall consist of all Past Presidents of NJMTA who are current members of NJMTA. They will serve in an advisory capacity to the Administrative Committee and will meet as is deemed necessary. The NJMTA Immediate Past President will be the Chairperson.
The Conference Committee shall consist of the President, the President-Elect, who shall serve as the Chair, Vice President of Student Activities, MTNA Competitions Chair, Vice President of Membership, Treasurer, Immediate Past President, and Advertising Chair. Ad Hoc members may be added as needed by the direction of the Conference Committee Chair.
The Chronicle Committee shall consist of the Recording Secretary, Communications Coordinator, and Historian. This committee will manage all the historical data, meeting minutes, and important files related to cooperation.
ARTICLE VIII. OTHER MEETINGS AND PROTOCOLS
Unless otherwise provided for in these Bylaws, the provisions set forth below govern the meetings of the Board of Directors, Administrative Committee, and other committees that are provided for or created under these Bylaws.
Section 1. Notice
Notice of the place, if any, and the date and time of each meeting shall be given to each member either by personal delivery, mail, facsimile, overnight delivery service, e-mail, or means of authorized communication equipment at least two days before the meeting. The notice need not specify the purpose of the meeting.
Section 2. Participation
Members of the Board of Directors who are not physically present at a meeting of the Board of Directors or members who are not physically present at an advisory council or committee meeting may attend the meeting by the use of authorized communication equipment that enables the member an opportunity to participate in the meeting, including an opportunity to read, hear, or see the proceedings of the meeting, participate in the proceedings, and contemporaneously communicate with the persons who are physically present at the meeting. Any member who uses authorized communication equipment is deemed to be present in person at the meeting whether the meeting is held at a designated place or solely by means of authorized communication equipment. The Board of Directors may adopt procedures and guidelines for the use of authorized communication equipment in connection with a meeting of the Board of Directors, an advisory council, or a committee to permit verification that a person is a voting member and to maintain a record of any vote or other actions taken at the meeting.
Section 3. Action Without a Meeting
Any action that may be authorized or taken at a meeting of the Board of Directors, an advisory council, or a committee, as the case may be, may be authorized or taken without a meeting by the affirmative vote or approval of all of the directors, all of the advisory council members, or all of the committee members, as the case may be, who would be entitled to notice of the meeting for that purpose. Any such writing shall be filed with and entered upon the minutes of the Board of Directors, the advisory council, or the committee, as the case may be. Any transmission by authorized communication equipment that contains an affirmative vote or approval of a voting member is deemed to be a signed writing for purposes of this section. The date on which the transmission by authorized communication equipment is sent is the date upon which the writing is signed.
Section 4. Voting
The Board of Directors, an advisory council, or a committee may act by the affirmative vote of a majority of its members physically present at a meeting or participating by means of authorized communication equipment, or by a writing or writings signed by all of its members.
ARTICLE IX. PARLIAMENTARY AUTHORITY
Section 1. Parliamentarian
The President may appoint a parliamentarian to provide parliamentary opinion during various meetings.
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 X. PUBLICATIONS
Section 1. Official Publications
At periodic intervals, NJMTA 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 NJMTA Bylaws shall be available to the membership.
ARTICLE XI. AMENDMENTS
Section 1.
These Bylaws may be amended at any annual meeting of the Association by a two-thirds vote provided that written notice of the proposed amendment(s) is submitted to the membership at least thirty days in advance of the meeting. Amendments may be proposed by the Board of Directors or upon petition by two percent of the Active members. Any proposed amendment must be submitted to the Board of Directors for its consideration and recommendation prior to presentation at the annual meeting.
Section 2.
These Bylaws may also be amended via mail or electronic mail ballot by a two-thirds vote provided that the proposed amendment(s) and ballot is submitted to the members at least thirty days in advance of the required return date. The date for the return of the completed ballots must be clearly stated on the ballot. Amendments may be proposed by the Board of Directors or upon petition by two percent of the Active Members. Any proposed amendment must be submitted to the Board of Directors for its consideration and recommendation prior to submission to the members.