NEVADA MUSIC TEACHERS ASSOCIATION

AMENDED AND RESTATED BYLAWS

ARTICLE I
NAME

The name of this organization is Nevada Music Teachers Association ("NMTA" or the "Association") affiliated with Music Teachers National Association ("MTNA").

ARTICLE II
GOVERNMENT

The Bylaws of the Association shall not conflict with the Articles of Incorporation of the Association, nor with the Charter and Bylaws of the MTNA. Every amendment to the Bylaws of the Association shall become effective and binding on the Association.

ARTICLE III
PURPOSES
Section 1.
The Association is a nonprofit corporation organized under the laws of the State of Nevada exclusively for literary and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these Bylaws, the Association shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
Section 2.
The property of the Association is irrevocably dedicated to charitable and educational purposes and no part of the net income or assets of the Association shall ever inure to the benefit of any trustee, officer, or member of the Association, or to the benefit of any private individual.
Section 3.
No substantial part of the activities of the Association shall consist in the carrying on of propaganda or otherwise attempting to influence legislation, nor shall the Association participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
Section 4.
The primary purpose of the Association shall be the advancement of music education, and in specific furtherance thereof:
  1. 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 in Nevada;
  2. To ensure that every student in Nevada shall have access to a balanced, comprehensive, and high-quality program of music instruction;
  3. To improve the quality of teaching, research, and scholarship in music;
  4. To promote the involvement of persons of all ages in learning music;
  5. To foster the utilization of the most effective techniques and resources in music instruction; and
  6. To facilitate the education of music teachers in Nevada.
ARTICLE IV
MEMBERSHIP
Section 1.
Membership Classifications. The following membership classes are open to those who meet the respective qualifications and pay the annual dues provided for the respective classification pursuant to section 5 hereof:
  1. Active Membership shall be open to all individuals residing in Nevada who are professionally engaged in any field of music activity. Those persons holding Active Membership shall be entitled to participate in all Association activities and programs, to vote, hold office, and receive the official Association publications. Active Membership shall also be open to those persons eligible for Collegiate Membership or Retired Membership upon payment of the prescribed Active Membership dues.
  2. Collegiate Membership shall be open to all college students in Nevada currently involved in music study. Collegiate members shall be entitled to the same privileges as Active members, but shall not have the right to vote, hold office, or enter students in NMTA or MTNA competitions as a Collegiate Member.
  3. Retired Membership is open to those who have been Active members for at least 20 continuous years, who have reached the age of 75, and who have essentially retired from teaching. A member must send written notice to the Executive Board for this class of membership to be activated. Retired members are entitled to discounted dues and may vote, but cannot hold elective office or enter students in NMTA or MTNA competitions as a Retired Member.
  4. Honorary Life Membership may be conferred by the Executive Board upon individuals who have given distinguished service to NMTA or to the art of music. Honorary Life members qualifying for Active Membership shall have the rights and privileges of such membership.
  5. Institutional Membership shall be open to those institutions that have an interest in furthering the mission of the Association. Institutional members shall receive all Association and MTNA publications, but shall not have the right to vote, hold office, or enter students in NMTA or MTNA competitions. However, the music executive of each Institutional Member who has paid the appropriate state membership dues shall have all rights and privileges of Active Membership.
  6. Corporate Membership shall be open to those businesses or corporations who have an interest in furthering the mission of the Association. Corporate members shall receive the official Association publications, but shall not have the right to vote or hold office.
  7. Patron Membership shall be open to all individuals who wish to support the programs of the Association. Patron members shall be entitled to attend programs of the Association upon payment of the registration fee and to receive the official Association publications, but shall not have the right to vote, hold office, or enter students in NMTA or MTNA competitions ms a Patron Member.
Section 2.
Termination of Membership. A person's membership may be revoked for cause, other than nonpayment of dues, by a two-thirds vote by ballot of the Executive Board. The vote for revocation shall occur only after the member complained against has been advised of the complaint so lodged and has been given reasonable opportunity to present information on his or her behalf. Such member, if membership is revoked, may appeal for reconsideration of decision by the Board. In no event will a dues refund be given. Revocation of membership for nonpayment of dues within the prescribed time period shall be automatic and not subject to any further procedure.
Section 3.
Resignation. 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 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 4.
Annual Dues.
  1. Annual dues for all categories of membership shall be determined by the Executive Board, in compliance with MTNA policies and procedures. The Executive Board shall publish the annual dues amount in the official publication of the Association.
  2. Dues are delinquent sixty days following the renewal date. A member whose dues are delinquent shall not be in good standing and shall not be entitled to any of the privileges of membership until the delinquent dues are paid for the current membership year. A delinquent fee may be assessed to members whose dues are delinquent, ms determined by the Executive Board.
  3. A1l MTNA, NMTA and Local Association dues are payable at one time to the MTNA Treasurer, except that dues submitted by a new applicant for membership shall be sent to the Association Treasurer and shall be refunded if the application for membership is denied.
Section 5.
Membership Year. The membership year is the same as the fiscal year and begins on July 1 and ends on June 30.
Section 6.
Member Affiliations. Members of the Association shall also be members of the MTNA.
ARTICLE V
FISCAL YEAR

The fiscal year begins July 1 and ends June 30.

ARTICLE VI
OFFICERS
Section 1.
Officers. The officers of the Association shall be: a President, a President elect, three (3) Vice Presidents, a Secretary, and a Treasurer.
Section 2.
Duties of Officers.
  1. The President shall preside at all meetings of the Association, call and preside at meetings of the Executive Board, appoint all standing and special committees, and be the ex-officio member of all committees.
  2. The President shall appoint Standing Committee Chairpersons: Certification, College Faculty forum, Community Outreach & Education, Independent Music Teachers Forum, Publicity, and Silver State Competition.
  3. The President shall appoint, with approval of the Executive Board, replacement officers in the event there is a vacancy in any office. The replacement officer shall serve for the unexpired term of his or her predecessor.
  4. The President-elect shall serve in the absence of the President, and is responsible for all matters pertaining to the annual state convention, Independent Music Teacher Forum, and any other duties as assigned by the President.
  5. The First Vice President is responsible for membership, MTNA Foundation and any other duties as assigned by the President.
  6. The Second Vice President is responsible for Local Associations and any other duties as assigned by the President.
  7. The Third Vice President is responsible for MTNA competitions and any other duties as assigned by the President.
  8. The Secretary maintains all records of the Association, records the minutes of all meetings of the State Association and Executive Board, sees that the minutes are in legal form and properly preserved, and performs such duties as may be assigned by the President and the Executive Board. A copy of the minutes is to be forwarded to each Executive Board member within 15 days following the annual meeting and/or board meetings.
  9. The Treasurer receives all monies and deposits in the name of the Association with such depository as the Executive Board shall authorize. The Treasurer shall pay all recurring bills, but irregular charges must be authorized by the President with the approval of the Executive Board. The Treasurer is responsible for the maintenance of proper financial records, the preparation of the annual report to the Executive Board, and preparation of all records for the annual audit.
  10. The Treasurer shall prepare Supplementary Treasurer reports covering the period July 1st through September 30th to show an accounting of membership dues; and the period October 1st through one month following the annual convention to show convention receipts and disbursements. All reports are to be provided to reach Executive Board members 15 days following closing dates.
Section 3.
Term of Service. Officers are elected for a term of two years at the State annual meeting of the even-numbered years by a majority vote of the Active membership present. No officer, with the exception of Treasurer, may hold the same office for more than two consecutive terms.
Section 4.
Concurrent Service.
  1. The State President cannot also hold a Local Association presidency concurrently.
  2. No officer may hold a national, division, or state office concurrently, except the Immediate Past President.
Section 5.
No Compensation. Officers of the Association, either elective or appointive, as well as all committee chairmen and committee members, shall not receive any compensation for the performance of their duties. Necessary travel and lodging expenses for the Executive Board to official meetings may be paid from the funds of the Association, when available, with approval by the Executive Board. (The President shall be fully compensated for travel and partially compensated for lodging at the National Convention.)
ARTICLE VII
ELECTIONS
Section 1.
Nominating Committee. A nominating Committee of three (3) members shall be elected by the Executive Board at least three months prior to the election. The Chairman of the committee shall be designated by the Executive Board.
Section 2.
Nomination of Candidates. The nominating committee shall prepare the slate of candidates which may include more than one nominee for any office. This slate shall be presented at the annual meeting of the even-numbered years, and it shall have been published for the general membership at least one month prior to the annual meeting. Any active member in good standing shall be eligible for election to office.
Section 3.
Additional Nominations. Additional nominations may be made from the floor or written into the ballot, provided the consent of the nominee has been obtained.
Section 4.
Standard for Election to Office. A majority of votes cast shall be necessary for the election to any office. In the event of no clear majority, there shall be a run-off vote by written ballot between the two candidates receiving the high number of votes.
Section 5.
Successor President. The President-Elect, upon completion of his or her term of office, shall become President of the Association. Should the elected President-Elect be unable to assume the Presidency, the President shall be elected, for that term only, in the same manner as that of the other officers.
Section 6.
Commencement of Service of Newly-Elected Officers. The term of office shall begin with the adjournment of the annual meeting at which officers are elected, except the Treasurer, whose term will begin one month and fifteen days following the convention, when the books are to be released to him/her.
Section 7.
Transfer of Files to New Officers. All files pertaining to any office must be transferred to the newly elected officers immediately, and no later than two weeks following the election, except for Treasurer as covered in Section 6.
ARTICLE VIII
EXECUTIVE BOARD OF TRUSTEES
Section 1.
The Executive Board of Trustees. The State Executive Board of Trustees shall consist of the elected and appointed officers including the President, the President-Elect, the three (3) Vice Presidents, the Secretary, the Treasurer, the President of each Local Association, the immediate Past President, the Certification Chairman and all standing committee chairmen.
Section 2.
Duties of the Executive Board of Trustees
  1. The Executive Board is responsible for all funds, transactions of the general business of the Association, determination of annual membership dues, determination of policy of the Association, and execution of such other duties as may be prescribed by the Bylaws. The Executive Board shall determine all convention registration and other fees and shall authorize and approve all obligations for expenses of the annual convention.
  2. The Executive Board has the authority and duty to request the resignation of any officer not fulfilling the duties of that office.
  3. The Executive Board may grant Awards at its discretion. The Executive Board has the authority as to when, where, and how the awards will be presented.
  4. The Executive Board shall approve any appointment made by the President of a replacement officer.
Section 3.
Action without Meeting. Any action required or permitted to be taken by the Executive Board may be taken without meeting if a majority of its members shall individually or collectively consent to such action.
Section 4.
Resignation. Any member of the Executive Board may resign at any time by submitting written notice to the President.
Section 5.
Quorum.
  1. A quorum of the Executive Board shall consist of five (5) members, of which three (3) are elected officers.
  2. A quorum of the annual meeting shall consist of twelve (12) Active members of the Association and three (3) of its elected officers.
ARTICLE IX
MEETINGS
Section 1.
Business Meetings of the Association. Meetings of the Association, for the purpose of conducting business, are held annually at such time and place as determined by the Executive Board, and shall be in conjunction with the state convention, if any. Each Active member present at the annual business meeting shall be entitled to one vote.
Section 2.
Special Meetings of the Association. Special meetings of the Association may be called by the President upon request of a majority of the Executive Board, or upon a signed petition of one-fourth of the Active members in good standing.
Section 3.
Regular Meetings of the Executive Board. Notice of all regular meetings of the Executive Board, as to time and place, shall be sent to each member of the Board by mall at least two weeks prior to the time of holding such meetings.
Section 4.
Special Meetings of the Executive Board. Special meetings of the Executive Board may be called by the President, or upon request of a majority of the Executive Board members.
Section 5.
Meeting Rules. The meetings of this Association, its Executive Board, and its Committees shall be governed by the most current version of "Robert's Rules Of Order" in all cases in which they are consistent with these Bylaws and any special rules of order which the Association may adopt.
ARTICLE X
LOCAL AFFILIATED ASSOCIATIONS
Section 1.
Purpose. The primary purpose of the Local Association is to promote the music profession through local education and programs of the MTNA and NMTA.
Section 2.
Affiliation with State and National Associations.
  1. A Local Association is considered an integral part of the State and National Association. Local Association members will also be affiliated with the State and National Associations. The Bylaws of a Local Association shall be in agreement and compatible with these Bylaws.
  2. In referring to its affiliation, each Local Association shall use the phrase "Affiliated with the Nevada Music Teachers Association." This specific phrase shall be included in the Bylaws of all affiliated Local Associations.
Section 3.
Formation. The Executive Board, by a two-thirds majority vote, has the authority to allow formation of new Local Associations provided they become and remain affiliated with NMTA by fulfilling the requirements of membership as stated in these Bylaws. No new chapter should be formed in an area where a Local Association exists without consultation with the existing Local Association.
Section 4.
Termination. A Local Association violating the standards of Music Teachers National Association is subject to termination at any time for justifiable cause, as outlined in the Bylaws, subject to ratification of this action by the NMTA Board.
Section 5.
Requirements of Affiliation. Any city or town music teachers association may petition to the Executive Board for affiliation in NMTA by providing evidence that the following requirements have been fulfilled:
  1. That two (2) copies of the Local Association governing document(s) (e.g., Bylaws, Articles of incorporation) have been filed with the Secretary and that they are consistent with those of MTNA and NMTA.
  2. That its fiscal and membership year coincide with that of NMTA.
Section 6.
Approval. Upon determining that a petitioning local music teachers association has fulfilled the requirements of section five (5) of this Article, NMTA shall approve the petition.
Section 7.
Association Membership. If a local music teachers association has affiliated with NMTA as a Local Association, all members of that Local Association must be members of both NMTA and MTNA.
Section 8.
Annual Renewal. Annual renewal of a Local Association shall be made without reconsideration by NMTA provided:
  1. That the affiliate has not formally notified NMTA that it wishes to discontinue affiliation.
  2. That all changes in the Bylaws or other governing documents of the affiliated Local Association have been filed with NMTA, and have been approved by NMTA.
  3. That all provisions of Sections five (5) and seven (7) of this Article continue to be fulfilled.
ARTICLE XI
PUBLICATION OF BYLAWS

A copy of these Bylaws and all amendments hereto shall be printed and made available to the membership.

ARTICLE XII
AMENDMENTS
Section 1.
Business Meeting. These Bylaws may be amended upon recommendation of the Executive Board at any business meeting by a two-thirds vote of the Active members present. The amendment shall have been submitted in writing to the body prior to voting.
Section 2.
Mail or Electronic Mail Ballot. Upon Recommendation of a majority of the Executive Board, these Bylaws may be amended by mail or electronic mail ballot with two thirds of the Active members mailing their ballots or transmitting their ballots by electronic mail within the two-week period after the amendments have been received by them.
ARTICLE XIII
INDEMNIFICATION

No officer or committee member of the Association shall be liable individually or personally to the Association for damages resulting from a breach of fiduciary duty as a director, officer, employee or agent except for (i) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law; (ii) the payment of distributions in violation of Nevada Revised Statutes §82.136; or (iii) an action or proceeding brought pursuant to Nevada Revised Statutes §82.536 or Nevada Revised Statutes Chapter 35. Subject to the foregoing limitations, the Executive Board may authorize the Association to pay or cause to be paid by insurance or otherwise, any judgment or fine rendered or levied against a present or former officer, committee member, employee, or agent of the Affiliation in an action brought against such person to impose a liability or penalty for an act or omission alleged to have been committed by such person while an officer, committee member, employee, or agent of the Association. Payments authorized hereunder include amounts paid and expenses incurred in satisfaction of any liability or penalty or in settling any action or threatened action.

ARTICLE XIV
DISSOLUTION

Upon the winding up and dissolution of the Association and after paying or adequately providing for the debts and obligations of the Association, the remaining assets shall be distributed to a nonprofit fund or foundation which is organized exclusively for charitable purposes and that has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code, namely the MTNA Foundation.