Bylaws

ARTICLE I. NAME
The name of this nonprofit corporation shall be the Music Teachers’ Association of California (the “MTAC,” “Association,” “the State,” or “the State Association”).

ARTICLE II. OFFICE
The principal office of the Association shall be located in San Francisco or such other location as determined by the Board of Directors from time to time (the “State Office”).

ARTICLE III. PURPOSES
The Association is a nonprofit mutual benefit corporation that shall conduct its affairs in conformance with all local, state, and federal laws that apply to an organization described in Section 501(c)(6) of the Internal Revenue Code, as it currently exists or hereafter may be amended. The purposes of the Association shall be the promotion of musical culture and the pursuit of excellence in the field of music education in support and advancement of the profession of music teaching, and in furtherance of that purpose:
     (a) To promote excellence in professional standards and the continuing education of music teachers;
     (b) To develop and provide pedagogical and assessment resources to support high-quality music instruction;
     (c) To ensure a well-balanced, comprehensive approach to music instruction through a rich variety of programs that explore the multiple dimensions of music and music education;
     (d) To encourage the involvement and participation of persons of all ages and abilities in appreciating, understanding, engaging in, and learning music.

ARTICLE IV. MEMBERSHIP
Section 1. Membership Application. Membership shall be granted, approved, and classified solely by the MTAC’s Board of Directors (“State Board of Directors,” “Board of Directors,” “State Board,” or “Board”).
Prospective members must apply directly to the State Office upon a form prescribed by the State Board of Directors. All applicants must pay a nonrefundable application fee, except if applying for Student Membership. Membership dues advanced by an applicant shall be returned immediately if the application is denied, but the application fee is non-refundable. Members applying for reinstatement must pay a reinstatement fee as provided in Article IV, Section 19. Upon approval of membership by the State Board of Directors, members agree to be subject to the Association Articles of Incorporation, these Bylaws, and any policies, procedures, codes, rules and regulations established by the State Board of Directors.
Section 2. Membership Qualifications and Classes. The members of the Association shall be persons who have met the qualifications for the applicable class of membership, timely paid membership dues, and been
approved by the State Board of Directors. Membership shall be divided into seven (7) classes: Active, Provisional, Student, Cal Plan, Life, Honorary Life, and Business Affiliate.
Section 3. Active Membership shall be granted to qualified music teachers who have a Bachelor, Master or Doctorate degree in Music from an accredited institution, or the equivalent thereof as established by the State Board of Directors, indicating a major or concentration in the instrument they teach, and who are engaged in the profession of teaching music with a minimum of two (2) years of music teaching experience. Active Members have a right to vote, and are eligible to hold State or Branch office. Active Members are eligible to participate in all State and Branch programs.
Section 4. Provisional Membership shall be granted to those persons who do not yet meet the qualifications of Active membership but offer evidence of the intention and ability to qualify within a four (4) year time period. If the Provisional Member has met the requirements for extension, he/she may apply in writing to the MTAC State Office for one extension of two (2) years, which shall be subject to the approval of the State Board of Directors. Provisional Members do not have the right to vote and are not eligible to hold State or Branch office. Provisional Members are eligible to participate in all State programs, and may be eligible to participate in Branch programs upon Branch approval. Provisional membership automatically terminates upon the Provisional Member fulfilling the qualifications required for Active membership, at which time the Provisional Member may apply for change of status as provided in Article IV, Section 19.
Section 5. Student Membership shall be open to all students currently pursuing a Bachelor degree in Music or equivalent thereof as established by the State Board of Directors, at an accredited college institution. Student Members do not have the right to vote and are not eligible to hold State or Branch office. Student Members are eligible to participate in all State programs, and may be eligible to participate in Branch programs upon Branch approval. Membership in this class shall not exceed a period of four (4) consecutive years. If the Student Member has met the requirements for
extension, he/she may apply in writing to the MTAC State Office for one extension of two (2) years, which shall be subject to the approval of the State Board of Directors. Student membership automatically terminates
upon the Student Member fulfilling the qualifications required for Active membership, at which time the Student Member may apply for change of status as provided in Article IV, Section 19.
Section 6. Cal Plan Membership shall be open to those persons who do not yet meet the qualifications of Active membership, but have qualified for enrollment in MTAC’s Cal Plan program with the intention to fulfill
requirements for Active Membership within a four (4) year time period. If the Cal Plan Member has met the requirements for extension, he/she may apply in writing to the MTAC State Office for a one extension of two (2) years, which shall be subject to the approval of the State Board of Directors. Cal Plan Members do not have the right to vote and are not eligible to hold State or Branch office. Cal Plan Members are eligible to participate in all State programs, and may be eligible to participate in Branch programs upon Branch approval.
Section 7. Life Membership shall be granted to each State President upon completion of his/her term of office. Life Members have a right to vote and are eligible to hold State office, and shall have all the same rights and
privileges as Active Members. Life Members are eligible to hold Branch office so long as such member is associated with a Branch. Any references to Active Members in these Bylaws shall include Life Members, except as otherwise provided in these Bylaws.
Section 8. Honorary Life Membership may be conferred by the State Board of Directors to individuals who have provided distinguished service to the MTAC or significant contribution to the field of music or music instruction. Honorary Life Members do not have a right to vote, and are not eligible to hold State or Branch office. Honorary Life membership is revocable by the State Board of Directors, and is not governed by the provisions of Article IV, Section 20.
Section 9. Business Affiliate Membership may be granted to businesses, organizations, and institutions interested in supporting the purposes of the Association as defined in Article III. Business Affiliate Members do not have the right to vote and are not eligible to hold State or Branch office. Business Affiliate Members are not eligible to participate in State programs, but may be eligible to participate in Branch programs upon Branch approval.
Section 10. At-Large Membership. At-Large Membership is not a class of membership but describes a situation in which a member is not associated with, and not a member of, any Branch. At-Large Membership shall be open to any member. At-Large Membership may restrict the rights and privileges that a member would otherwise receive for their classification, and a member consents to such restrictions through act of choosing At-Large Membership. At-Large Members have the right to vote directly, including elections of the State Board of Directors, but cannot vote on matters conducted by delegate vote. At-Large Members may be eligible for limited participation in State programs, but are not eligible to participate in Branch programs. At-Large Members may not hold State or Branch office.
Section 11. Branch Membership.
     (a) Contingent on Association Membership. Branch membership is not a class of membership, but describes the way in which members are associated with a Branch. Branch membership is solely and strictly contingent on the prior application and approval of membership with the Association. A person cannot be a member of a Branch without first becoming a member of the Association, and as set forth in Article IV, Section 1, membership may only be granted through direct application to the State. Branch membership may provide a member with additional benefits specific to each Branch, as governed by the Bylaws, rules, policies and procedures of that Branch. Any member who is associated with a Branch shall be subject to, and agrees to abide by, such Branch’s Bylaws, rules, policies, and procedures, in addition to those of the State Association. In the event of a conflict, the State Bylaws and Model Branch Bylaws shall govern.
     (b) Branch Awards. Branches may grant awards to Branch members and non-members demonstrating merit for outstanding service to the Branch, or for such other honors as the Branch so designates, but may not attach membership rights and privileges to such Branch awards. Branches may not grant honorary Branch memberships that attach or represent any membership rights or privileges to non-members, or extend membership rights to existing members that exceed or conflict with Association membership classifications and rights as set forth in these Bylaws.
     (c) Contributory Branch Membership. Contributory Branch membership is not a class of membership, but describes the way in which an Active Member of a Branch (the “Primary Branch”) may pay a contributory fee for association with, and limited participation in, only one other Branch (the “Secondary Branch”). The approval and acceptance of Contributory membership is governed at the sole discretion of the Secondary Branch. Contributory Membership fees are established solely by, and paid directly to, the Secondary Branch. Contributory Members do not have the right to vote and are not eligible to hold office in the Secondary Branch. Contributory Members may not enter Certificate of Merit students through their Secondary Branch. Any Secondary Branch benefits or privileges the Contributory Member may receive are governed at the discretion of the Secondary Branch.
     (d) Branch Transfer. A member of any class in good standing may transfer from one Branch to another. Transfer applications shall be made directly to the State Office. Branches not wishing to receive transfer members must communicate in writing to the State Board of Directors, and will be given an opportunity to provide written reasonable, non-discriminatory, ethical, objective reasons, in addition to supported evidence that is not based on defamatory, hearsay, or anonymous witness accounts, as to why a Branch cannot receive a transfer member, and must follow any other procedures required by the State Board of Directors. Branches may not use requests for transfer denial as a means to impose disciplinary action on members in a way that circumvents the State Bylaws provisions governing Disciplinary Action (Article IV, Section 21) and Conflict Resolution procedures (Article IV, Section 22). The State has the sole and final determination regarding transfers of members into a Branch. To the extent that a Branch has intentional or inadvertent unethical and/or discriminatory approval practices, policies or procedures, the State Board has the power to: (i) compel the Branch to revise their approval practices, policies, and/or procedures, and/or (ii) directly approve a transfer to the receiving Branch.
     (e) State Membership Restrictions; State Capping. The State has the power and authority to mandate membership restrictions in situations where a Branch is over populated in size such as to inhibit operations, such as programming, facilities, equipment, and capacity limitations, and the Branch has requested the State’s intervention. In such situations, the Branch must provide cooperation and assistance to the State, and exercise best efforts with the State to create and maintain a membership capping policy that is fair and applicable to local needs.
     (f) Branch Capping. In very limited circumstances, Branches may be permitted to impose membership restrictions to limit the total number of members in the Branch (“membership caps”), but only with prior written State approval. Branches must apply directly to the State every year to create and enforce a membership cap, in accordance with any further procedures set forth by the State Board of Directors. The Branch must provide reasonable, non-discriminatory, ethical, and objective reasons and supported evidence that is not based on defamatory, hearsay, or anonymous witness accounts for imposing a cap, such as geography, logistical difficulties, or facility rentals and capacities for Branches that have grown too large. Branches may not use membership capping as a means to impose disciplinary action on members in a way that circumvents the State Bylaws provisions governing Disciplinary Action (Article IV, Section 21) and Conflict Resolution procedures (Article IV, Section 22). The State has the sole and final determination on whether a Branch may impose, continue, or discontinue, a membership cap.
Section 12. Voting Members. The classes of membership entitled to vote are Active, Life, and At-Large Members who, as of the record date for notice of the meeting, are in good standing and would be entitled to vote at such meeting (the “Voting Members”). Each Voting Member shall have one vote on each matter on which the members are entitled to vote directly; or, except for At-Large Members, they may exercise their rights through delegates at the Annual Meeting as provided in Article VIII, Section 1.
Section 13. Good Standing. To be a member in good standing, annual membership dues must be current and membership must not be in suspension.
Section 14. Voting Rights of Members. Voting Members of the Association shall have the right to vote on the following matters:
     (a) election of Directors;
     (b) removal of Directors without cause pursuant to Section 7222 of the California Nonprofit Mutual Benefit Corporation Law;
     (c) all amendments to these Bylaws and all amendments to the Articles of Incorporation, except for amendments permitted to be adopted by the Board of Directors alone under Section 7812(b) of the California Nonprofit Mutual Benefit Corporation Law;
     (d) disposition of all or substantially all of the assets of the Association;
     (e) any merger of the Association;
     (f) any dissolution of the Association; and
     (g) any other matters that may properly be presented to members for a vote, pursuant to the Articles of Incorporation, Bylaws, or action of the Board of Directors, or by operation of law.
Section 15. Membership Resignations. Resignations shall be submitted in writing to the Branch Board of Directors. The Branch Membership Secretary shall notify the State Office and the State Membership Secretary of the membership resignation. No membership dues shall be refunded.
Section 16. Expiration of Membership. Membership shall expire and terminate automatically, without any further action by the Membership Secretary or by the State Board of Directors, for non-payment of dues by the deadline prescribed in Article IV, Section 17. Membership may be reinstated as provided in Article IV, Section 19.
Section 17. Annual Membership Dues.
     (a) State and Branch Dues. Annual membership dues are an aggregate of State dues and Branch dues, where Branch dues are applicable. Annual membership dues for all classes of membership shall be calculated and
determined by the State Board of Directors. Changes in the amount of State dues must be approved by a vote of two-thirds of the Directors at a duly called meeting or by unanimous written consent. Branch dues must be reasonable, and are established and determined by Branch Boards of Directors. Notice of annual membership dues and related information shall be posted on the Association’s website.
     (b) Payment and Delinquency. Membership dues are due upon receipt of invoice. If membership dues are not postmarked by July 31, membership shall automatically lapse in accordance with Article IV, Section16. Members who do not remit membership dues postmarked by July 31 and have allowed their membership to automatically expire, are not eligible to participate in Certificate of Merit for that year, even if a member newly applies or reinstates their membership and remits dues that are postmarked between August 1 and the registration date for Certificate of Merit for that year. There shall be no refunds or prorations of membership dues, except where otherwise stated in the Bylaws.
Section 18. Exceptions to Payment of Membership Dues.
     (a) Age of 70. Active members who have reached the age of 70, upon a one-time application to the State Office and approval of the State Board of Directors, may pay half of the State portion of annual membership dues, and shall maintain all the rights and privileges of Active membership.
     (b) Age of 80. Membership dues shall be waived for Active members who have reached the age of 80, and have been in good standing for at least ten (10) years.
     (c) Proof of Age. For age-related exceptions, proof of age must be provided to the State Office along with the member’s dues no later than July 31; if proof of age is received after that  ate, the reduced dues cannot be provided until the following fiscal year.
     (d) Life Members and Honorary Life Members. Membership dues shall be waived for Life Members and Honorary Life Members.
Section 19. Reinstatement; Change of Status
     (a) Reinstatement. Any member who resigned in good standing, or whose membership has expired due to non-payment of annual dues by the required deadline, may apply to the State Office for reinstatement of membership upon a form prescribed by the State Board of Directors.
     (b) Change of Status. Provisional and Student Members who have fulfilled the qualifications for Active membership, and At-Large Members who wish to join a Branch, may apply for a change of status directly with the State Office upon a form prescribed by the State Board of Directors, and do not need to re-apply as new members.
Section 20. Suspension or Termination of Membership. The State Board of Directors, by a vote of two-thirds of the Directors at a duly called meeting or by unanimous written consent, has the sole authority to suspend or terminate the membership of any member for cause, including but not limited to, violation of the Association or Branch Bylaws, codes of ethics or conduct, policies and procedures, rules and regulations, any event that renders the member ineligible for membership, failure to satisfy the membership qualifications set forth in these Bylaws, or acting in a manner harmful to the Association, as determined solely by the State Board of
Directors, other than for non-payment of membership dues which shall be governed by the provisions of Article IV, Section 16. Suspension or termination of membership shall be effective provided the member has been given at least fifteen (15) days’ prior written notice including the reason for the proposed suspension or termination, opportunity for the member to present information orally or in writing on  is/her behalf at least five (5) days before the effective date of the suspension or termination, and written notice of the State Board of Directors’ final decision. If membership is terminated, such member may appeal for reconsideration by the State Board of Directors. If membership is suspended, the terms of suspension shall be determined by the State Board of Directors. No  membership dues refunds will be given. Termination of membership from the Association automatically results in termination of Branch membership. Members who have been terminated under the provisions of this Section 20 may not reapply or be reinstated for membership. Branches do not have authority to suspend or terminate a member from the Association or from a Branch, but may submit information to the State regarding removal of a member from a Branch and/or suspension or termination of a member from the Association, in accordance with any policies and procedures established by the State for taking such action.
Section 21. Disciplinary Action by the State Board of Directors. The State Board of Directors, by a vote of two-thirds of the Directors at a duly called meeting or by unanimous written consent, has the authority and power to exercise disciplinary action against any member for cause, including but not limited to, violation of the Association or Branch Bylaws, codes of ethics or  conduct, policies and procedures, rules and regulations, or acting in a manner harmful to the Association, as determined solely by the State Board of Directors, other than for non-payment of membership dues, pursuant to any policies and procedures established by the State Board in compliance with this Section 21. Disciplinary action may include, but is not limited to: monetary fines, corrective or remedial actions undertaken by the offending member, suspension from participation in State or Branch programs, suspension and/or removal as a Branch Officer or Director, removal of a member from his/her association with a Branch, or suspension or termination of membership as provided in Article IV, Section 20. Except for monetary fines administered in accordance with established policies and procedures for State programs, any member who is the subject of disciplinary action shall be provided prior written notice including the reason for the proposed disciplinary action, and reasonable opportunity for the member to present information on his/her behalf. The State Board of Directors’ final decision shall be provided with written notice. Branches do not have authority to take disciplinary actions against members that directly affect or interfere with the State membership rights, including State voting rights, eligibility to participate in State programs, or serving as State director or officer (the “State Rights”). In certain circumstances, the State may authorize and delegate the Branches to undertake such disciplinary actions through policies and procedures established by the State Board. This restriction does not preclude Branches from taking disciplinary actions against members that do not affect or interfere with the State Rights, such as limiting a member’s ability to participate in Branch programs or hold Branch office. However, any time a Branch is considering taking a disciplinary action against a member, including the collection of evidence as a possible basis for a disciplinary action, it shall provide notice to the State Board of Directors, in the manner required by the State Board from time to time, and shall comply with any and all policies and procedures established and provided by the Association regarding Branch disciplinary actions. In addition, if at any time, in the sole discretion of the State Board, a Branch disciplinary action affects the State Rights of a member, or affects the interests of the Association, the State Board may intervene, direct, and control the action.
Section 22. Conflict Resolution. Members are encouraged to make every effort to resolve conflicts through direct communication among the involved parties, or at the Branch level, so long as such resolution of the conflict does not affect the State Rights of a member. If, however, a conflict cannot be resolved among the involved parties, or at the Branch level, or action is required that may affect or interfere with the State Rights of a member, the matter shall be submitted to the State Board of Directors. In addition, any person, members, or Branch may submit to the State Board reports or complaints against members for violation of the Association or Branch Bylaws, codes of ethics or conduct, policies and  procedures, rules and regulations, or acting in a manner harmful to the Association, in accordance with any policies and procedures established by the State Board of Directors pertaining to such matters. The State Board may appoint an independent committee to investigate the report and follow such policies and procedures as established by the State Board to resolve such  matters. The State Board, or its designated committee, has the sole and final authority to determine the outcome of the matter and take any necessary actions to address and resolve such conflicts or complaints. Nothing in this Section 22 is intended to limit the right of the State Board, pursuant to Article IV, Section 21, to itself initiate a disciplinary action against a member.
Section 23. Intellectual Property. All MTAC publications and materials, MTAC’s business name, State Program names, and MTAC’s logos, are the sole intellectual property of MTAC, protected by federal copyright and trademark law. Members, Branches,  nd any other persons are not permitted to use, copy, reproduce, distribute, or sell MTAC’s intellectual property or create derivative works based on MTAC’s intellectual property, except with the prior written permission or license of MTAC, or as expressly provided in MTAC’s policies and procedures that specifically allow Branches’ and members’ authorized uses in limited circumstances for State Programs.
Section 24. State Code of Ethics. Notwithstanding anything to the contrary in these Bylaws, the MTAC Code of Ethics is non-binding on the members and is intended to set forth guidance to which our members aspire in their profession as music teachers. Conflicts or disputes arising between members in their private business relationships with students, other teachers, or third parties, must be settled privately and are not within the authority or jurisdiction of MTAC.