MTNA bylaws.ARTICLE I. NAME The name of the corporation is MUSIC TEACHERS NATIONAL ASSOCIATION, INC inc - /ink/ increment, i.e. increase by one. Especially used by assembly programmers, as many assembly languages have an "inc" mnemonic. Antonym: dec. ., hereafter In the future. The term hereafter is always used to indicate a future time—to the exclusion of both the past and present—in legal documents, statutes, and other similar papers. referred to as MTNA MTNA Music Teachers National Association MTNA Middle Tennessee Nursery Association (McMinnville, Tennessee) or the Association. ARTICLE II. PURPOSE The purpose for which this corporation is organized and operated is exclusively literary and educational, as defined in Section 501(c)(3) of the Internal Revenue Code The Internal Revenue Code is the body of law that codifies all federal tax laws, including income, estate, gift, excise, alcohol, tobacco, and employment taxes. These laws constitute title 26 of the U.S. Code (26 U.S.C.A. § 1 et seq. and ifs regulations as they now exist or as they may hereafter be amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. . The purpose of dais corporation shall be the advancement of music education, and in specific furtherance fur·ther·ance n. The act of furthering, advancing, or helping forward: "Pakistan does not aspire to any . . . role in furtherance of the strategies of other powers" Ismail Patel. thereof: a. 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; b. To ensure that every student shall have access to a balanced, comprehensive, and high-quality program of music instruction; c. To improve the quality of teaching, research, and scholarship in music; d. To promote the involvement of persons of all ages in learning music; e. To rosier ros·y adj. ros·i·er, ros·i·est 1. a. Having the characteristic pink or red color of a rose. b. Flushed with a healthy glow: rosy cheeks. 2. the utilization of the most effective techniques and resources in music instruction; and, f. To facilitate the education of music teachers. 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 5 hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" : a. Active Membership shall be open to all individuals residing in the U.S. or its territories who are professionally engaged in any field of music activity and who are also members of an affiliated association as defined in Article IV hereof. Those persons holding Active Membership shall be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: 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 col·le·giate adj. 1. Of, relating to, or held to resemble a college. 2. Of, for, or typical of college students. 3. Of or relating to a collegiate church. Membership or Retired Membership upon payment of the prescribed pre·scribe v. pre·scribed, pre·scrib·ing, pre·scribes v.tr. 1. To set down as a rule or guide; enjoin. See Synonyms at dictate. 2. To order the use of (a medicine or other treatment). Active Membership dues, and subject to the affiliated association bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an . b. Collegiate Membership shall be open to all college students currently involved in music study, who are also members of an affiliated association as defined in Article IV hereof. 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 MTNA competitions as a Collegiate Member. c. 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 Director for this class of membership to be activated activated a state of being more than usually active. In biological systems this is usually brought about by chemical or electrical means. Commonly said of pharmaceutical and chemical products. . Retired members are entitled to discounted dues and may vote, but cannot hold elective elective non-urgent; at an elected time, e.g. of surgery. elective adjective Referring to that which is planned or undertaken by choice and without urgency, as in elective surgery, see there noun Graduate education noun office at division or national levels or enter students in MTNA competitions as a Retired Member. d. Honorary Life Membership may be conferred con·fer v. con·ferred, con·fer·ring, con·fers v.tr. 1. To bestow (an honor, for example): conferred a medal on the hero; conferred an honorary degree on her. by the MTNA Board of Directors upon individuals who have given distinguished service to MTNA or to the art of music. Honorary Lire members qualifying for Active Membership shall have the rights and privileges of such membership. e. International Membership shall be open to nationals of other countries and US citizens residing in countries outside the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and its territories. International members shall not hold concurrent At the same time. It implies that multiple processes are taking place simultaneously. See concurrent operation. membership in an affiliated state association as defined in Article IV hereof and they shall not have the right to vote, hold office, or enter students in MTNA competitions. They shall receive the official Association publications. f. Institutional Membership shall be open to those institutions that have an interest in furthering the mission of MTNA. Institutional members shall receive the official Association publications, but shall hot have the right to vote, hold office, or enter students in MTNA competitions. However, the music executive of each Institutional Member who has paid the appropriate state membership dues shall have all the rights and privileges of Active Membership. g. Corporate Membership shall be open to those businesses or corporations who have an interest in furthering the mission of MTNA. Corporate members shall receive the official Association publications, but shall not have the right to vote or hold office. h. Patron patron [Lat.,=like a father], one who lends influential support to some person, cause, art or institution. Patronage existed in various ancient cultures but was primarily a Roman institution. 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 MTNA competitions as a Patron Member. SECTION 2. TERMINATION OF MEMBERSHIP A person's membership may be revoked for cause, other than nonpayment Non`pay´ment n. 1. Neglect or failure to pay. Noun 1. nonpayment - act of failing to meet a financial obligation nonremittal, default failure - an act that fails; "his failure to pass the test" of dues, by a two-thirds vote by ballot of the Board of Directors. The vote for revocation The recall of some power or authority that has been granted. Revocation by the act of a party is intentional and voluntary, such as when a person cancels a Power of Attorney that he has given or a will that he has written. 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 re·con·sid·er v. re·con·sid·ered, re·con·sid·er·ing, re·con·sid·ers v.tr. 1. To consider again, especially with intent to alter or modify a previous decision. 2. of the decision by the Board. In no event will a dues refund TO REFUND. To pay back by the party who has received it, to the party who has paid it, money which ought not to have been paid. 2. On a deficiency of assets, executors and administrators cum testamento annexo, are entitled to have refunded to them legacies 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. RESIGNATIONS A member in good standing may resign from the Association by submitting A letter of resignation to the Executive Director who will remove that member from the membership roster. No dues refund will be given. SECTION 4. REINSTATEMENT Reinstatement The restoration of an insurance policy after it has lapsed for nonpayment of premiums. A member who resigned in good standing or who allowed annual dues to lapse (language) LAPSE - A single assignment language for the Manchester dataflow machine. ["A Single Assignment Language for Data Flow Computing", J.R.W. Glauert, M.Sc Diss, Victoria U Manchester, 1978]. may reactivate re·ac·ti·vate v. 1. To make active again. 2. To restore the ability to function or the effectiveness of. re·ac 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 5. ANNUAL DUES a. 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. b. Dues are delinquent delinquent 1) adj. not paid in full amount or on time. 2) n. short for an underage violator of the law as in juvenile delinquent. DELINQUENT, civil law. He who has been guilty of some crime, offence or failure of duty. sixty days beyond the renewal date after which time members are not in good standing or entitled to any of the privileges of membership until dues are paid for the current membership year. SECTION 6. MEMBERSHIP YEAR The Board of Directors shall determine the membership year for all membership categories. ARTICLE IV. AFFILIATED ASSOCIATIONS SECTION 1. AFFILIATION REQUIREMENTS Any state or U.S. Territory music teachers association that fulfills the requirements established by the Board of Directors from time to time may become and remain affiliated with MTNA provided that it guarantees on the basis of submitted membership rosters that one hundred percent (100%) of its members who meet the requirements of MTNA Active or Collegiate membership are members in good standing of MTNA. SECTION 2. LOCAL ASSOCIATIONS AND COLLEGE CHAPTERS Any affiliated state or U.S. Territory association shall be authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: to establish local associations and college chapters. These organizations are affiliated with MTNA through the stare or U.S. Territory Association. SECTION 3. AFFILIATION STATEMENT In referring to its affiliation, each association shall use the phrase, rAffiliated with Music Teachers National Association." This specified phrase shall be included in the constitution/bylaws of all state and local affiliated associations, college chapters, and in all publications and programs. SECTION 4. ANNUAL RENEWAL Annual renewal of a state or U.S. Territory affiliation is automatic unless the affiliate has formally notified file Board of Directors that it wishes to discontinue dis·con·tin·ue v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues v.tr. 1. To stop doing or providing (something); end or abandon: affiliation. It is the responsibility of the affiliate to certify cer·ti·fy v. cer·ti·fied, cer·ti·fy·ing, cer·ti·fies v.tr. 1. a. To confirm formally as true, accurate, or genuine. b. that all governing gov·ern v. gov·erned, gov·ern·ing, gov·erns v.tr. 1. To make and administer the public policy and affairs of; exercise sovereign authority in. 2. documents are in compliance with the MTNA documents, to maintain all requirements if covered under the MTNA 501(c)(3) group exemption, and to carry out the various programs of MTNA. SECTION 5. AFFILIATED ASSOCIATION ORGANIZATION The affiliated associations of MTNA shall be grouped into geographical divisions as designated by the Board of Directors with recommendations from file Advisory Councils. Such divisions are at all times considered an integral part of MTNA and shall operate under the MTNA Bylaws. ARTICLE V. OFFICERS SECTION 1. NATIONAL OFFICERS AND DUTIES The elected officers of the Association shall be a President, President-elect pres·i·dent-e·lect n. pl. pres·i·dents-e·lect A person who has been elected president but has not yet been inducted into office. , Immediate Past President, Secretary-Treasurer, such Vice Presidents as are necessary for the effective operation of the Association as determined by the Board of Directors from time to time, and Directors, one elected from each division. a. The President shall be file principal elective officer of the Association and shall preside pre·side intr.v. pre·sid·ed, pre·sid·ing, pre·sides 1. To hold the position of authority; act as chairperson or president. 2. To possess or exercise authority or control. 3. at all meetings of the Association, and the Board of Directors. He or she shall recommend committees as may be required by the Bylaws or as he or she may deem beneficial to the Association for appointment by the Board of Directors. The President shall serve as an ex officio [Latin, From office.] By virtue of the characteristics inherent in the holding of a particular office without the need of specific authorization or appointment. The phrase ex officio member of all committees except the Nominating Committee A nominating committee is a group formed usually from inside the membership of an organization for the purpose of nominating candidates for office within the organization. It works similarly to an electoral college, the main difference being that the available candidates, either . He or she shall oversee the preparation of file national conventions that occur during his or her term as President and perform such other duties as assigned as·sign tr.v. as·signed, as·sign·ing, as·signs 1. To set apart for a particular purpose; designate: assigned a day for the inspection. 2. by the Board of Directors and applicable to the office as prescribed by the parliamentary authority adopted by the Association. b. The President-elect shall assume all the duties of the President in the absence of that officer. He or she may perform such other duties applicable to the office as assigned by the President and Board of Directors and prescribed by file parliamentary authority adopted by the Association. c. The Vice Presidents shall perform duties applicable to their offices as requested by the President and Board of Directors, and prescribed by file parliamentary authority adopted by file Association. If the President-elect is unable to preside in the absence of file President, then a Vice President, selected by the Board of Directors, shall preside in the absence of that officer. The Board of" Directors shall determine the number and rides of Vice Presidents to be elected. d. The Secretary-Treasurer shall be responsible for overseeing, in cooperation with the Executive Director, all financial affairs of the Association, and shall serve as chair of file Finance Committee. He or she, with assistance from the national office, shall oversee the proper recording of all meeting proceedings of the Association, the Board of Directors, and the Advisory Councils, shall provide periodic financial reports to the Board of Directors and an annual financial report, and perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Association. Such duties of the secretary-treasurer as may be specified by the Board of Directors may be delegated to file Executive Director. e. The Immediate Past President shall serve as an advisor to the President, serve on the Finance Committee, chair the Nominating Committee, and perform such other duties applicable to file office as prescribed by the parliamentary authority adopted by the Association. f. The Directors, one from each division, shall perform duties applicable to their offices as requested by the President and Board of Directors, and as prescribed by the parliamentary authority adopted by the Association. SECTION 2. DIVISION OFFICERS AND DUTIES Officers of each Division shall be a President, President-elect, and Immediate Past President. Each President in consultation with the division officers and state presidents in the Division shall appoint a recording secretary. a. The President shall promote the mission of the division and shall preside at all Division meetings. b. The President-elect, upon completion of his or her term of office, shall become President of the Division. The President-elect shall assume all the duties of the President in the absence of that officer and shall perform such other duties as assigned by the Division President. c. The Immediate Past Division President shall serve as advisor to the Division President, and perform such other duties as assigned by the Division President. SECTION 3. NATIONAL AND DIVISION TERM OF OFFICE Each officer shall be elected for one term of two (2) years and serve until his or her successor assumes office. The term of office shall begin and end the close of the annual session in the election year. SECTION 4. SUCCESSION a. The National President-elect, upon completion of his or her term of office, shall automatically become President of the Association. Should file 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. b. The Division President-elect, upon completion of his or her term of office, shall automatically become President of the Division. 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 5. NATIONAL AND DIVISION VACANCIES AND REMOVAL a. A vacancy VACANCY. A place which is empty. The term is principally applied to cases where an office is not filled. 2. By the constitution of the United States, the president has the power to fill up vacancies that may happen during the recess of the senate. in any national office, except that of National President, shall be filled for the unexpired term by a plurality The opinion of an appellate court in which more justices join than in any concurring opinion. The excess of votes cast for one candidate over those votes cast for any other candidate. Appellate panels are made up of three or more justices. vote by ballot of the general membership. Should said vacancy occur without sufficient time to hold a national election, the President, with the approval of the Board, shall appoint a person to complete the unexpired term. A National President-elect selected in this manner cannot assume the office of National President unless elected to the office in the same manner as the other officers. A vacancy in any Division office, except that of Division President, shall be filled for the unexpired term by a plurality vote by ballot of the Division membership. Should said vacancy occur without sufficient time to hold a national election, the President, with the approval of the Board, shall appoint a person to complete file unexpired term. A Division President-elect selected in this manner cannot assume the office of Division President unless elected to the office in the same manner as the other officers. b. Any National officer, whether elected or appointed, shall cease to hold office upon termination of membership, or ma), be removed from office by two-thirds vote by ballot of the general membership. Such action will be taken when it appears evident that a national officer has been or is unable to serve or is otherwise disqualified dis·qual·i·fy tr.v. dis·qual·i·fied, dis·qual·i·fy·ing, dis·qual·i·fies 1. a. To render unqualified or unfit. b. To declare unqualified or ineligible. 2. . Any Division officer, whether elected or appointed, shall cease to hold office upon termination of membership, or may be removed from office by two-thirds vote by ballot of the Division membership. Such action will be taken when it appears evident that a Division officer has been or is unable to serve or is otherwise disqualified ARTICLE VI. NOMINATIONS AND ELECTIONS SECTION 1. NOMINATING COMMITTEE A Nominating Committee shall be elected at the annual session in odd-numbered years to nominate nom·i·nate tr.v. nom·i·nat·ed, nom·i·nat·ing, nom·i·nates 1. To propose by name as a candidate, especially for election. 2. To designate or appoint to an office, responsibility, or honor. Division officers, and National officers to the Board of Directors. The committee shall consist of the Immediate Past President who shall serve as chair; two (2) members from the Board of Directors elected by the Board; and, one (l) Active Member from each Division of the Association elected by the State Presidents Advisory Council. SECTION 2. SLATE slate, fine-grained rock formed when sedimentary rocks such as shale are metamorphosed by great pressure. Slate splits into perfectly cleaved, broad thin layers; this characteristically regular and planar cleavage is called slaty cleavage. OF NOMINEES The Nominating Committee shall publish a call for nominations of candidates for the specified offices annually in the October October: see month. issue of the official publication. The Committee shall prepare a date of two (2) candidates for each office, nominating National elected officers in even numbered years, and Division officers and directors in odd numbered years. Each candidate shall have given his or her consent. The nominees shall be selected from Active Members in good standing. This slate shall appear in the following August issue of the official Association publication at least six (6) months prior to the election. Nominations for National and Division offices, other than those presented by the Nominating Committee, may be added to the election ballot by petition signed by one hundred Active Members and received at the business offices of the Association no later than three (3) months prior to the scheduled date of the election. SECTION 3. ELECTION The active membership shall elect the National elected officers of the Association in odd numbered years and the active membership of each Division shall elect the division officers and director from that Division in even numbered years via a mail ballot with a plurality vote. Voting by ballot in National/division elections shall be conducted by mail and shall include the option of electronic means as provided for by the Board of Directors. Ballots and necessary supporting information shall be mailed at least thirty (30) days prior to the close of voting to all members who are eligible to vote at their last address on file with the Association. ARTICLE VII. BOARD OF DIRECTORS SECTION 1. GOVERNMENT The government of the Association shall be vested vested adj. referring to having an absolute right or title, when previously the holder of the right or title only had an expectation. Examples: after 20 years of employment Larry Loyal's pension rights are now vested. (See: vest, vested remainder) in the Board of Directors, which shall be composed of the President, President-elect, Vice Presidents, Secretary-Treasurer, Immediate Past President, Directors, and Executive Director, ex officio without vote. SECTION 2. AUTHORITY In addition to the power 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 Ohio, provisions of the Articles of Incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. and the Bylaws of the Association. SECTION 3. DUTIES The Board of Directors, within the limits of the Bylaws, shall determine policies of the Association with recommendations from the Advisory Councils, Committees, and individual members. It shall actively pursue the purposes of the Association and shall have discretion in the disbursement DISBURSEMENT. Literally, to take money out of a purse. Figuratively, to pay out money; to expend money; and sometimes it signifies to advance money. 2. of all funds of the Association. It may adopt such rules and regulations for the conduct of Association business as shall be deemed advisable ad·vis·a·ble adj. Worthy of being recommended or suggested; prudent. ad·vis  a·bil , and may, in the execution of powers granted, appoint such agents as it may consider necessary. SECTION 4. QUORUM A majority of an entire body; e.g., a quorum of a legislative assembly. A quorum is the minimum number of people who must be present to pass a law, make a judgment, or conduct business. A majority of the members of the board, at least 2 of whom shall be nationally elected officers and 2 of whom shall be directors, shall constitute a quorum. Meetings may 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 meeting. SECTION 5. MEETINGS a. 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 pre·scribe v. To give directions, either orally or in writing, for the preparation and administration of a remedy to be used in the treatment of a disease. . Special meetings of the Board, such as teleconference meetings, may be called by the President or by a majority of its members. b. Action taken by unanimous written consent of the members of the Board of Directors via mail, or electronic transmission, shall be a valid action of the Board. Such action of the Board shall be preserved and reported in the official minutes. SECTION 6. 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 To empower another with the legal right to perform an action. The Constitution authorizes Congress to regulate interstate commerce. authorize v. to officially empower someone to act. (See: authority) reimbursement Reimbursement Payment made to someone for out-of-pocket expenses has incurred. of expenses incurred in the performance of their duties. Such authorization The right or permission to use a system resource; the process of granting access. See access control. may prescribe procedures for approval and payment of such expenses. SECTION 7. INDEMNIFICATION Indemnification Used in insurance policy agreements as to compensation for damage or loss. In the context of corporate governance, Director Indemnification uses the bylaws and/or charter to indemnify officers and directors from certain legal expenses and judgements resulting from AND LIMITATION OF LIABILITY a. Any person who is or was made or threatened to be made a party to any legal proceeding by reason of the fact that he or she is or was a Director, trustee, officer, or employee of the Association, or is or was serving at the request of the Association as a Director, trustee, officer, or employee of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Association to the maximum extent authorized by the Ohio Nonprofit Corporation nonprofit corporation n. an organization incorporated under state laws and approved by both the state's Secretary of State and its taxing authority as operating for educational, charitable, social, religious, civic or humanitarian purposes. Law, as amended. Other than in connection with an action or suit in which the liability of a director under Section 1702.55 of the Ohio Revised Code The Ohio Revised Code contains all acts passed by the Ohio General Assembly and signed by the governor. The Ohio Revised Code replaced the Ohio General Code in 1953. is the only liability asserted, a director or officer of the Association shall be liable in &mages for any action he or she rakes or fails to take as a Director or as an officer, as the case may be, only if it is proved, by clear and convincing evidence clear and convincing evidence n. evidence that proves a matter by the "preponderance of evidence" required in civil cases and beyond the "reasonable doubt" needed to convict in a criminal case. (See: beyond a reasonable doubt) , in a court with jurisdiction that his or her act of omission omission n. 1) failure to perform an act agreed to, where there is a duty to an individual or the public to act (including omitting to take care) or is required by law. Such an omission may give rise to a lawsuit in the same way as a negligent or improper act. was one undertaken with deliberate intent to cause injury to the Association or was one undertaken with a reckless disregard reckless disregard n. grossly negligent without concern for danger to others. Actually reckless disregard is redundant since reckless means there is a disregard for safety. (See: reckless) for the best interest of the Association. Section 1702.12(E)(5) of the Ohio Nonprofit Corporation Law shall not apply to the Association to the extent that it requires the indemnification of volunteers (as that term is defined in Section 1702.01(N) of the Ohio Nonprofit Corporation Law) other than Directors, trustees, or officers of the Associations or Directors, trustees, or officers of another corporation, partnership, joint venture, trust or other enterprise serving as such at the request of the Association. ARTICLE VIII. EXECUTIVE DIRECTOR AND STAFF SECTION 1. EXECUTIVE DIRECTOR The Board of Directors shall appoint the Executive Director who shall serve, ex officio, without vote on the Board of Directors. He or she shall manage and direct all activities of the Association through the office of the President and subject to the policies of the Board of Directors. He or she shall have the legal authority to sign documents on behalf of MTNA, as authorized by the Board. SECTION 2. STAFF The Executive Director shall employ and may terminate Terminate (terminat.exe) was a shareware modem terminal and host program for MS-DOS and compatible operating systems developed from the early to the late 1990s by the Dane Bo Bendtsen. The last release (5. the employment of the staff necessary to carry on the work of the Association and fix their compensation within the approved budget. He or she shall define the duties of the staff, supervise their performance, establish their tides and delegate A person who is appointed, authorized, delegated, or commissioned to act in the place of another. Transfer of authority from one to another. A person to whom affairs are committed by another. A person elected or appointed to be a member of a representative assembly. those responsibilities of management as shall be in the best interest of the Association. ARTICLE IX. FINANCE SECTION 1. FISCAL YEAR The Association shall operate under a fiscal year as determined by the Board of Directors. SECTION 2. AUDIT An annual audit of the Association's finances shall be prepared by an independent certified See certification. public accounting firm and made available at the annual business meeting. SECTION 3. DIVISION FINANCES All properly authorized financial obligations necessary for Division administration shall be the responsibility of MTNA, and any income accruing from Division activities shall be forwarded to MTNA. SECTION 4. FINANCE COMMITTEE The Finance Committee shall coordinate the Board's financial oversight
Oversight may refer to:
ARTICLE X. ADVISORY COUNCILS SECTION 1. STATE PRESIDENTS ADVISORY COUNCIL a. The State Presidents Advisory Council shall be composed of the current President of each state-affiliated association. In the absence of the President, the state president-elect or the state officer who serves in the absence of the president may substitute as the voting representative of" the state. The MTNA Board of Directors shall serve as ex officio without vote members of this council. b. The Advisory Council shall make recommendations regarding policy, philosophy, long range planning  To comply with Wikipedia's , the introduction of this article needs a complete rewrite. , membership and other concerns to the Board of Directors for their consideration. c. The Advisory Council shall have an annual meeting at the time and place of the annual session of the association, and at such other times as may be designated by the Board of Directors or called by a majority of the council members. The quorum shall be one half the council members. An agenda of this meeting shall be mailed to each member at least thirty (30) days in advance of the meeting. This Advisory Council will elect one (1) Active member from each Division of the Association in odd numbered years to serve on the Nominating Committee. The Chair shall be elected by and from the membership of the Advisory Council. SECTION 2. DIVISION PRESIDENTS ADVISORY COUNCIL a. The Division Presidents Advisory Council shall be composed of the Presidents, Presidents-elect, and Immediate Past Presidents of each Division. The MTNA Board of Directors shall serve as ex officio without vote members of this Council. b. The Advisory Council shall make recommendations regarding policy, philosophy, long range planning, membership, and other concerns to the board of directors for their consideration. c. The Advisory Council shall have an annual meeting at the time and place of the annual session of the association, and at such other times as may be designated by the Board of Directors or called by a majority of the council members. The quorum shall be one half the council members. An agenda of this meeting shall be mailed to each member at least thirty (30) days in advance of the meeting. The Chair shall be elected by and from the membership of the Advisory Council. SECTION 3. OTHER COUNCILS The Board of Directors may create other advisory councils to assist them in the development and goals of the association. ARTICLE XI. COMMITTEES The President shall recommend for the appointment by the Board of Directors such standing and special committees as may be required by the Bylaws, or as he or she may deem beneficial to the Association. ARTICLE XII. MEETINGS SECTION 1. ANNUAL SESSION There shall be an annual session of the Association, time and place to be determined by the Board of Directors. SECTION 2. BUSINESS MEETING a. The annual business meeting of the Association for the presentation of reports and discussion of association affairs will be held during the annual session. This meeting is open to all members. Notice of this meeting shall appear in the official Association publication at least thirty (30) days prior to the appointed time. b. Special meetings of the membership may be called with a minimum of 60 days advance notice by the Board of Directors or upon a signed petition from 100 Active Members. c. One hundred (100) Active Members, including at least 3 national officers, shall constitute a quorum at any business meeting of the Association. SECTION 3. DIVISION MEETINGS The Divisions shall hold meetings at the annual session and at such other times as determined by the Board of Directors or called by the Division officers of each Division. The Division Presidents shall preside at these meetings, These meetings are open to all members in the Division. ARTICLE XIII. PARLIAMENTARY AUTHORITY SECTION 1. PARLIAMENTARIAN par·lia·men·tar·i·an n. 1. One who is expert in parliamentary procedures, rules, or debate. 2. A member of a parliament. 3. The President shall appoint a parliamentarian to provide parliamentary opinion during meetings of the Advisory Councils and the annual business meeting of the Association. SECTION 2. PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert's Rules of Order Robert's Rules of Order: see parliamentary law; Robert, Henry Martyn. Robert’s Rules of Order manual of parliamentary procedure by General Robert. [Am. Hist.: Hart, 717] See : Orderliness Newly Revised shall govern the Associations meetings in all cases in which they are applicable, and in which they are not inconsistent Reciprocally contradictory or repugnant. Things are said to be inconsistent when they are contrary to each other to the extent that one implies the negation of the other. with the Articles of Incorporation, the Bylaws of the Association and any special rules of order the Association may adopt. ARTICLE XIV. SEAL The Association shall have a seal of such design as the Board of Directors may adopt. ARTICLE XV. PUBLICATIONS SECTION 1. OFFICIAL PUBLICATIONS At periodic intervals MTNA 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 MTNA Bylaws shall be printed and made available to the membership. ARTICLE XVI. AMENDMENTS SECTION l. Articles I and II of these Bylaws shall be identical to the corresponding articles of the Articles of Incorporation. SECTION 2. 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 (30) days in advance of the meeting. Amendments may be proposed by the Board of Directors, any Advisory Council, or upon petition by two percent (2%) 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 3. These Bylaws may be amended via mail or electronic mall ballot by a two-thirds vote provided that the proposed amendment(s) and ballot is submitted to the members at least thirty (30) 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, any Advisory Council, or upon petition by two percent (2%) 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. If any amendment is adopted pursuant to this Section 2, the Secretary of the Association shall promptly mail a copy thereof to all members of the Association who did not participate in the voting on such amendment. |
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