HAWAII MUSIC TEACHERS ASSOCIATION, INC.
Restated and Amended Bylaws
The name of the organization is Hawaii Music Teachers Association, Inc., hereafter referred to as HMTA or the Association, and is affiliated with Music Teachers National Association, Inc., hereafter referred to as MTNA.
Said Association is organized exclusively for charitable, educational and scientific purposes 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, or corresponding section of any future federal tax code. Association is not organized for profit and no part of its net earnings shall inure to the benefit of any individual or entity. The specific object of this Association shall be to promote the professional growth and development of its members and to further the art of music by providing programs that encourage and support teaching, performance, composition, and scholarly research.
SECTION 1. Membership Classifications
HMTA Membership Classifications shall coincide with the classifications outlined in the MTNA Bylaws. All HMTA members shall concurrently hold MTNA membership
a) Voting Rights & Holding Office: Only Active Members shall be entitled to vote and hold office.
SECTION 2. Membership Year
The membership year for all membership categories shall coincide with MTNA’s membership year, as determined by the MTNA Board of Directors.
SECTION 3. Annual State Dues
a) Annual state dues for all Membership Classifications shall be established by the Board of Directors.
b) The payment of Annual State dues is coordinated by MTNA based on the Membership Year stated in the MTNA Bylaws. Any Active Member deemed to be not in good standing by MTNA for late payment of dues shall not be entitled to any of the privileges of HMTA membership until dues are paid for the current membership year.
SECTION 4. Resignation
A member in good standing may resign from the Association by submitting a letter of resignation to the HMTA Board President who will remove that member from the membership roster. A dues refund will not be allowed.
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
A person’s membership may be terminated for cause other than nonpayment of dues by a two-thirds vote by ballot of the Board of Directors if it is determined that termination is in the best interest of the Association or the purposes 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 majority vote. In the event of a membership termination, a dues refund will not be allowed.
BOARD OF DIRECTORS
SECTION 1. Role
The Board of Directors shall be the governing body of the Association and shall be composed of all Directors and Officers currently holding office. The Board of Directors shall have general supervision and control of the affairs of the Association and shall be charged with the responsibility of carrying out the Purposes as specified in Article II of these Bylaws.
SECTION 2. Standing Rules
As may be necessary to carry out the foregoing responsibilities, the Board of Directors shall have the right to adopt, amend, suspend, or rescind the HMTA Standing Rules that shall be binding on all Members, Directors, and Officers of the Association.
SECTION 3. Directors
a) All Directors shall be Active Members of HMTA and MTNA in good standing.
b) Directors shall perform duties as requested by the President and the Board.
c) Directors shall be appointed by a majority vote of Active Members present at the Annual Meeting.
d) Excluding Officers, the Immediate Past-President and the President-Elect, the Board shall have no more than six (6) Directors serving during any one year.
SECTION 4. Term & Term Limits for Directors
a) Directors shall serve for terms of three (3) years.
b) Directors shall not serve more than two (2) consecutive terms. At the conclusion of a Director’s second consecutive term, he or she shall be ineligible to serve as a Director or Officer for a minimum of two (2) years.
c) A Director’s term shall commence at the conclusion of the Meeting during which he or she is elected.
SECTION 5. Officers
a) All Officers shall be Active Members of HMTA and MTNA in good standing.
b) Officers shall be appointed by a majority vote of Active Members present at the Annual Meeting.
c) The elected officers of the Association shall be the President, Vice-President, Treasurer and Secretary.
1) The President
A) Presides at all meetings of the Association.
B) Calls and presides at meetings of the Board of Directors.
C) Performs all other duties implied by the title as well as those specified by the governing documents of the Association.
2) The Vice-President
A) Assumes all duties of the President in the temporary absence of that officer.
B) Fulfills other duties as assigned by the Board of Directors, the President and the governing documents of the Association.
3) The Secretary
A) Records the minutes of all meetings of HMTA and the Board of Directors.
B) Sees that the minutes are in legal form and properly preserved, in this guise serving as a historical record.
C) Conducts correspondence as directed by the Board of Directors and President.
D) Fulfills other duties as assigned by the Board of Directors, the President and the governing documents of the Association.
4) The Treasurer
A) Oversees the financial affairs of the Association, acting as custodian of all financial records and funds.
B) Presents financial reports to the President and the Board of Directors at Board Meetings and the Annual Meeting.
C) Maintains an overview of the fiscal workings and stability of the Association in order to guide the Board of Directors.
D) Fulfills other duties as assigned by the Board of Directors, the President and the governing documents of the Association.
d) The Association may designate one of the Directors or Officers as “President-Elect” for a single year, or for an entire term, by a majority vote of Active Members present at the Annual Meeting. The President-Elect shall assume the role of President at the end of the current President’s term.
e) The outgoing President may serve one additional year as Director/Immediate Past-President which shall not be counted toward Term Limits as outlined in Section 6 and maximum number of Directors as outlined in Section 3.
f) The Board of Directors may designate a Director or Officer to be Parliamentarian at the time of the Annual Meeting for the duration of one year, or for an entire term.
SECTION 6. Term & Term Limits for Officers
a) Officers shall serve for terms of three (3) years.
b) Officers shall not serve more than two (2) consecutive terms as an Officer, or more than three (3) consecutive terms on the Board of Directors if the first term was as a Director.
c) At the conclusion of an Officer’s second consecutive term as an Officer, or the Immediate Past-President’s one-year term, he or she shall be ineligible to serve as a Director or Officer for a minimum of three (3) years.
d) An Officer’s term shall commence at the conclusion of the Meeting during which he or she is elected.
e) To encourage continuity of governance, Officer terms shall be staggered.
SECTION 7. Removal from Office
A Director or Officer may be removed from office upon a two-thirds vote of the Board of Directors should the Director or Officer neglect, defraud, or exhibit poor judgement in carrying out the duties of the office, thereby jeopardizing the operational function of HMTA.
SECTION 8. Vacancies.
a) If a Director or Officer is temporarily unable to perform his or her usual duties, the Board of Directors may appoint a Temporary Director or Officer to perform such duties until the incumbent is available to resume.
b) If a Director or Officer resigns, is removed, or is otherwise permanently unable to perform his or her usual duties, the Board of Directors may appoint an Interim Director or Officer to fill the vacancy. Any such Interim Director or Officer shall serve until the expiration of the term of the Director or Officer whom he or she succeeds.
c) Temporary and Interim Board service of eighteen (18) months or less shall not constitute a Term for purposes of term limits outlined in SECTION 4 and SECTION 6.
SECTION 9. Non-Compensation
Directors and Officers shall not receive any compensation for their services as Directors and/or Officers, but may be reimbursed, if appropriate, by the Association for any reasonable and actual expenses incurred in connection with the activities of the Association and, when necessary, approved by a majority of the Board of Directors. This section shall not preclude any member of the Board of Directors from serving the Association in any other capacity and, if determined by the Board of Directors to be appropriate, receiving reasonable compensation therefore.
MEETINGS OF THE BOARD
SECTION 1. Regular Meetings
Regular meetings of the Board of Directors shall be held at least twice a year at such time and place as the Board may prescribe.
SECTION 2. Special Meetings
Special meetings of the Board may be called by the President or by a majority of the Directors and Officers holding office. Business other than that mentioned in the call of the special meeting may be transacted.
SECTION 3. Quorum
For Regular and Special Meetings of the Board, a quorum shall consist of a majority of the Directors and Officers currently holding office.
SECTION 4. Rules of Order
All meetings of the organization shall be governed by Robert's Rules of Order.
SECTION 5. 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 6. 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. 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.
SECTION 7. Action Without a Meeting
Any action required or permitted to be taken at a meeting of the Board of Directors, or any Board committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors, or all of the members of the Board committee, as the case may be, with respect to the subject matter thereof and filed with the records of the meetings of the Board of Directors or Board committee, as the case may be. Such consent shall have the same effect as a unanimous vote of the Board of Directors, or all of the members of the Board committee, and may be stated as such in any articles or documents filed with the Director of the Department of Commerce and Consumer Affairs.
SECTION 8. Attendance by Telephone and/or Video Conference
Members of the Board of Directors, if appropriate, may participate in any meeting of the Board of Directors through the use of telephone, video conference, or other communications equipment that allows all persons participating in the meeting to communicate with each other. Participation in such a meeting shall be considered to be the same as attendance and presence in person.
COMMITTEES OF THE BOARD
SECTION 1. Committees of the Board
The Board of Directors may create one or more Committees of the Board that shall reflect the ongoing projects and needs of the Association. The creation and dissolution of a committee and appointment of members to it must be approved by a majority of all the Officers and Directors in office when the action is taken.
SECTION 2. Composition
All Committees shall include a minimum of two members of the Board of Directors. Committees may also include Active Members of the Association who do not serve on the Board.
SECTION 3. Manner of Acting
Unless otherwise provided in the resolution creating the Committee, the Committee may fix the time, place and frequency of its meetings as well as its rules of procedure so long as they are consistent with these Bylaws and any other rules set by the Board of Directors. A record shall be kept of all committee meetings which shall be submitted to the Board of Directors and filed in the records of the Association.
SECTION 4. Quorum, Proxies
Unless otherwise provided in the resolution creating the Committee, a quorum shall consist of the majority of the whole Committee. No Committee Member may act by proxy on any matter.
SECTION 5. Restrictions on Power
All committees serve at the pleasure of the Board of Directors. No Committee shall:
a) act outside of its scope of activities and length as defined by the Board of Directors;
b) make any financial commitments or payments without prior approval of the Board of Directors;
c) amend, alter, repeal, or take action inconsistent with any resolution or action of the Board of Directors, the Articles or these Bylaws.
CONFLICTS OF INTEREST
SECTION 1. Disclosure.
A Director, Officer or Committee Member shall disclose to the Board of Directors any conflict of interest that he or she has arising from any relationship, business affiliation or the like, including any activity that competes or overlaps with activities of the Association. Such disclosure is required if such a person or a member of his or her family is an officer, director, trustee, partner, employee, agent, or substantial stockholder (five percent or more of voting stock or a controlling interest) of an organization doing business with the Association, or if such a person may have a potential financial interest in the matters being considered by the Association.
SECTION 2. Procedure.
When any such interest becomes relevant to any subject being considered by the Board of Directors, such a person having a conflict shall call it to the attention of the Board of Directors, and the Board of Directors shall consider what action should be taken and whether any proposed transaction is fair and reasonable to the Association. The person making the disclosure shall not participate in the discussion of the subject or make any recommendation regarding the subject so disclosed. However, that person shall briefly state the nature of the conflict and shall answer pertinent questions when that person’s knowledge of the subject will assist the Board of Directors. The minutes of any meeting attended by the person making the disclosure at which the subject is discussed shall reflect that a disclosure was made and that person abstained from discussion except as provided above. If a majority of Directors who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present.
SECTION 1. Annual Meeting
Each year, there shall be an Annual Meeting, open to all Active Members of the Association, and scheduled at a time and place determined by the Board of Directors. During the Annual Meeting, the President and the Board shall present reports about the affairs of the Association.
SECTION 2. Special Meetings
Special meetings of the membership may be called by a majority vote of the Directors and Officers holding office when the action is taken.
SECTION 3. Quorum and Proxies
A majority of the Active Members present at the time of the vote shall constitute a quorum. Members shall not be allowed to vote by proxy.
DISTRICTS AND LOCAL ASSOCIATIONS
SECTION l. Districts
The Board of Directors may establish Districts based on geography and concentration of HMTA membership. The purpose of these Districts shall include, but not be limited to:
a) arranging events such as student recitals;
b) serving as a channel for the flow of information among members.
SECTION 2. Local Associations
The Board of Directors may, upon the request of any District, grant it the status of “Local Association” should its membership and level of regular activity warrant this.
a) Each Local Association shall elect a President.
b) Local Associations may also elect any other Officers and Directors, as deemed necessary.
c) Local Associations shall be under the direct authority of the HMTA Board of Directors. Each shall file an Annual Report to the HMTA President at the time of the HMTA Annual Meeting.
DEFENSE AND INDEMNIFICATION
All Directors and officers and their personal representatives shall be defended and indemnified, and shall be held harmless by the Association against all costs and expenses reasonably incurred by or imposed upon them in connection with or resulting from any action, suit, or proceeding to which they may be made a part by reason of their being, or having been, a Director or officer of the Association, unless they shall be alleged or adjudicated to have acted in bad faith and to have been liable by reason of willful or reckless misconduct or gross negligence in the performance of their duty. This provision shall not apply to any act or omission by a Director or officer which is alleged and determined to be outside the scope of said person's authority. No Director or officer shall be held personally responsible for debts of the association.
SECTION 1. Calendar Year
HMTA shall operate on a calendar year that commences on January 1 and ends on December 31 of the same year.
SECTION 2. Budget
HMTA will function under a balanced financial budget. The budget will be approved annually by the Board of Directors.
SECTION 1. Dissolution of the Association
Only the Board of Directors shall have the power to dissolve the Association. The dissolution may occur if and when the Association no longer supports its vision and mission and/or is in direct violation of the By-Laws. The President shall first present in writing the reasons for the dissolution of the Association to the Board of Directors. The directors shall approve the closure by a vote of no less than 2/3 of the Directors.
SECTION 2. Assets of the Association
In the event of the dissolution of the Association, all net assets of the Association shall be distributed to such nonprofit entities as may be designated by the Board of Directors as fulfilling, to the extent possible, the purposes of the Association as stated in Article II hereof. No part of the net assets of the Association shall inure to the benefit of, or be distributed to, Directors, Officers or Members of the Association, or to other individuals or any for-profit organizations.
SECTION 1. These Bylaws may be amended by a two-thirds majority vote of the Board of Directors via electronic or regular mail at least two (2) weeks in advance of the required return date.
Revised August 2005
Revised June 2019
HMTA Standing Rules
Voting & Holding Office
Only Active Members (including Active Senior Members) may vote and hold office.
Only Active Members and Collegiate Members shall be entitled to enter students into HMTA competitions.
The Board may allow non-members to enter students into HMTA competitions for an additional fee. The Board shall determine the non-member fee.
Only Active and Collegiate Members may enter students into HMTA Student Recitals.
Annual State Dues
The annual HMTA dues shall be set by the Board of Directors but will be collected by MTNA together with the national annual dues. MTNA will then return the state dues to the HMTA treasury as follows:
|Active Senior Member (Age 70+)||$20|
Directors & Officers
Presides and calls all meetings of the Board and the Association.
In collaboration with the Treasurer, creates a budget to present to the Board and membership at the Annual Meeting.
Maintains an organizational calendar.
Sets the frequency of Board meetings.
Sets the agenda for all meetings.
Appoints Chairpersons to Committees formed by the Board.
Note: the President does not have authority to create a committee without Board approval.
Serves as Chairperson of the Fundraising Committee and actively leads fundraising efforts.
Represents HMTA at national events such as the National Conference and Leadership Summit. The President shall be reimbursed for all reasonable travel costs (airfare, hotels, ground transportation, conference registration, $35 daily per diem).
Assumes the duties of the President during the temporary absence of that Officer.
Oversees the activities of all Committees of the Board, and ensures that committees are functioning efficiently, within their scope as defined by the Board, and working toward the goals of the organization in a timely manner.
Records the minutes of all meetings of HMTA and the Board of Directors.
Sees that the minutes are in legal form and properly preserved, in this guise serving as a historical record.
Conducts correspondence as directed by the Board of Directors and President.
Collaborates with the President to create a budget to be presented to the Board and membership at the Annual Meeting.
Pays all billings authorized by the Board of Directors (payments over $1,000 require two authorized signatures).
Keeps an itemized accounting of all receipts and disbursements.
Provides relevant financial data, upon request, to Committee Chairpersons to aid them in planning the activities and programs of the Association.
Readies, upon request, the account books for an internal audit at the end of the term of office, this by a committee designated by the President.
Files all tax documents with the IRS and State of Hawaii in an appropriate and timely manner.
May be designated by a majority of Active Members present at the Annual Meeting for a single year, or for an entire term.
Becomes President of the Association upon completion of his or her term of office.
He or she may perform such other duties applicable to the office as assigned by the President and Board of Directors and prescribed by the parliamentary authority adopted by the Association.
May be designated by the Board at the time of the Annual Meeting for a single year, or for an entire term.
Assures that each meeting is conducted by the established rules.
Aids in the drafting of governing documents and their dissemination.
Advises members of the Board of Directors as to their roles, as determined by the governing documents.
To promote continuity of governance, Director and Officer terms shall be staggered.
Officers shall be staggered as follows:
Year One: President, Treasurer
Year Two: Vice-President
Year Three: Secretary
In honor of their service to HMTA, Directors and Officers shall be entitled to attend all Association events free of charge. Ticketed events shall be budgeted accordingly.
COMMITTEES OF THE BOARD
The President may recommend Committee Chairpersons for approval by the Board of Directors.
These chairpersons, upon request, shall report the Committee’s activities to the Vice-President and the Board of Directors.
These Standing Rules may be amended, suspended, or rescinded by the Board of Directors by vote at any meeting.