MTNA bylaws.

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 AssociationMTNA Middle Tennessee Nursery Association (McMinnville, Tennessee)or the Association. ARTICLE II. PURPOSE The purpose for which this corporation is organized and operated isexclusively 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 its regulations as they now exist or asthey may hereafter be amended a��mend?v. a��mend��ed, a��mend��ing, a��mendsv.tr.1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive.2. . The purpose of this corporation shall bethe 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 musicalculture and an enlightened musical public for the benefit and thegeneral 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 inmusic; d. To promote the involvement of persons of all ages in learningmusic; e. To foster the utilization utilization,n 1. the extent to which a given group uses a particular service in a specified period. Although usually expressed as the number of services used per year per 100 or per 1000 persons eligible for the service, utilization rates may be of the most effective techniques andresources 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 therespective qualifications and pay the annual dues provided for therespective classification pursuant to Section 5 hereof here��of?adv.Of this.hereofAdverbFormal or law of or concerning thisAdv. 1. hereof - of or concerning this; "the twigs hereof are physic" : a. Active Membership shall be open to all individuals residing inthe U.S. or its territories who are professionally engaged in any fieldof music activity and who are also members of an affiliated associationas defined in Article IV hereof. Those persons holding Active Membershipshall be entitled en��ti��tle?tr.v. en��ti��tled, en��ti��tling, en��ti��tles1. To give a name or title to.2. To furnish with a right or claim to something: to participate in all Association activities andprograms, to vote, hold office, and receive the official Associationpublications. Active Membership shall also be open to those personseligible 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 ofthe prescribed pre��scribe?v. pre��scribed, pre��scrib��ing, pre��scribesv.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 affiliatedassociation 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 studentscurrently involved in music study, who are also members of an affiliatedassociation as defined in Article IV hereof. Collegiate members shall beentitled to the same privileges as Active members, but shall not havethe right to vote, hold office, or enter students in MTNA competitionsas a Collegiate Member. c. Retired Membership is open to those who have been Active membersfor at least 20 continuous years, who have reached the age of 75, andwho have essentially retired from teaching. A member must send writtennotice to the Executive Director for this class of membership to beactivated activateda 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 electivenon-urgent; at an elected time, e.g. of surgery.electiveadjective 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 enterstudents in MTNA competitions as a Retired Member. d. Honorary Life Membership may be conferred con��fer?v. con��ferred, con��fer��ring, con��fersv.tr.1. To bestow (an honor, for example): conferred a medal on the hero; conferred an honorary degree on her. by the MTNA Board ofDirectors upon individuals who have given distinguished service to MTNAor to the art of music. Honorary Life members qualifying for ActiveMembership shall have the rights and privileges of such membership. e. International Membership shall be open to nationals of othercountries and US citizens residing in countries outside the UnitedStates 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 holdconcurrent At the same time. It implies that multiple processes are taking place simultaneously. See concurrent operation. membership in an affiliated state association as defined inArticle IV hereof and they shall not have the right to vote, holdoffice, or enter students in MTNA competitions. They shall receive theofficial Association publications. f. Institutional Membership shall be open to those institutionsthat have an interest in furthering the mission Of MTNA. Institutionalmembers shall receive the official Association publications, but shallnot have the right to vote, hold office, or enter students in MTNAcompetitions. However, the music executive of each Institutional Memberwho has paid the appropriate state membership dues shall have all therights and privileges of Active Membership. g. Corporate Membership shall be open to those businesses orcorporations 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 tosupport the programs of the Association. Patron members shall beentitled to attend programs of the Association upon payment of theregistration fee and to receive the official Association publications,but shall not have the right to vote, hold office, or enter students inMTNA competitions as a Patron Member. SECTION 2. TERMINATION OF MEMBERSHIP A person's membership may be revoked for cause, other thannonpayment Non`pay´mentn. 1. Neglect or failure to pay.Noun 1. nonpayment - act of failing to meet a financial obligationnonremittal, defaultfailure - an act that fails; "his failure to pass the test" of dues, by a two-thirds vote by ballot of the Board ofDirectors. 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 membercomplained against has been advised of the complaint so lodged and hasbeen given reasonable opportunity to present information on his or herbehalf. Such member, if membership is revoked, may appeal forreconsideration re��con��sid��er?v. re��con��sid��ered, re��con��sid��er��ing, re��con��sid��ersv.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 duesrefund 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 withinthe prescribed time period shall be automatic and not subject to anyfurther procedure. SECTION 3. RESIGNATIONS A member in good standing may resign from the Association bysubmitting a letter of resignation to the Executive Director who willremove that member from the membership roster. No dues refund will begiven. SECTION 4. REINSTATEMENT ReinstatementThe restoration of an insurance policy after it has lapsed for nonpayment of premiums. A member who resigned in good standing or who allowed annual duesto 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��vatev.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 actionand paying the current dues. If continuous membership is desired, themember must pay all dues accruing from the time of non-renewal throughthe current year. SECTION 5. ANNUAL DUES a. Annual dues for all categories of membership shall be due asdetermined by the Board of Directors. The Board of Directors shallestablish the annual dues amount and publish the dues information in thenext issue of the official publication. b. Dues are delinquent delinquent1) 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 afterwhich time members are not in good standing or entitled to any of theprivileges of membership until dues are paid for the current membershipyear. SECTION 6. MEMBERSHIP YEAR The Board of Directors shall determine the membership year for allmembership categories. ARTICLE IV. AFFILIATED ASSOCIATIONS SECTION 1. AFFILIATION REQUIREMENTS Any state or U.S. Territory music teachers association thatfulfills the requirements established by the Board of Directors fromtime to time may become and remain affiliated with MTNA provided that itguarantees on the basis of submitted membership rosters that one hundredpercent (100%) of its members who meet the requirements of MTNA Activeor 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 beauthorized au��thor��ize?tr.v. au��thor��ized, au��thor��iz��ing, au��thor��iz��es1. To grant authority or power to.2. To give permission for; sanction: to establish local associations and college chapters. Theseorganizations are affiliated with MTNA through the state or U.S.Territory Association. SECTION 3. AFFILIATION STATEMENT In referring to its affiliation, each association shall use thephrase, "Affiliated with Music Teachers National Association."This specified phrase shall be included in the constitution/bylaws ofall state and local affiliated associations, college chapters, and inall publications and programs. SECTION 4. ANNUAL RENEWAL Annual renewal of a state or U.S. Territory affiliation isautomatic unless the affiliate has formally notified the Board ofDirectors that it wishes to discontinue dis��con��tin��ue?v. dis��con��tin��ued, dis��con��tin��u��ing, dis��con��tin��uesv.tr.1. To stop doing or providing (something); end or abandon: affiliation. It is theresponsibility of the affiliate to certify cer��ti��fy?v. cer��ti��fied, cer��ti��fy��ing, cer��ti��fiesv.tr.1. a. To confirm formally as true, accurate, or genuine.b. that all governing gov��ern?v. gov��erned, gov��ern��ing, gov��ernsv.tr.1. To make and administer the public policy and affairs of; exercise sovereign authority in.2. documentsare in compliance with the MTNA documents, to maintain all requirementsif covered under the MTNA 501(c)(3) group exemption, and to carry outthe various programs of MTNA. SECTION 5. AFFILIATED ASSOCIATION ORGANIZATION The affiliated associations of MTNA shall be grouped intogeographical divisions as designated by the Board of Directors withrecommendations from the Advisory Councils. Such divisions are at alltimes considered an integral part of MTNA and shall operate under theMTNA 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��lectn. pl. pres��i��dents-e��lectA person who has been elected president but has not yet been inducted into office. , Immediate Past President, Secretary-Treasurer, suchVice Presidents as are necessary for the effective operation of theAssociation as determined by the Board of Directors from time to time,and Directors, one elected from each division. a. The President shall be the principal elective officer of theAssociation and shall preside pre��side?intr.v. pre��sid��ed, pre��sid��ing, pre��sides1. 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, andthe Board of Directors. He or she shall recommend committees as may berequired by the Bylaws or as he or she may deem beneficial to theAssociation for appointment by the Board of Directors. The Presidentshall 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 theNominating 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 thenational conventions that occur during his or her term as President andperform such other duties as assigned as��sign?tr.v. as��signed, as��sign��ing, as��signs1. To set apart for a particular purpose; designate: assigned a day for the inspection.2. by the Board of Directors andapplicable to the office as prescribed by the parliamentary authorityadopted by the Association. b. The President-elect shall assume all the duties of the Presidentin the absence of that officer. He or she may perform such other dutiesapplicable to the office as assigned by the President and Board ofDirectors and prescribed by the parliamentary authority adopted by theAssociation. c. The Vice Presidents shall perform duties applicable to theiroffices as requested by the President and Board of Directors, andprescribed by the parliamentary authority adopted by the Association. Ifthe President-elect is unable to preside in the absence of thePresident, then a Vice President, selected by the Board of Directors,shall preside in the absence of that officer. The Board of Directorsshall determine the number and titles of Vice Presidents to be elected. d. The Secretary-Treasurer shall be responsible for overseeing, incooperation with the Executive Director, all financial affairs of theAssociation, and shall serve as chair of the Finance Committee. He orshe, with assistance from the national office, shall oversee the properrecording of all meeting proceedings of the Association, the Board ofDirectors, and the Advisory Councils, shall provide periodic financialreports to the Board of Directors and an annual financial report, andperform such other duties applicable to the office as prescribed by theparliamentary authority adopted by the Association. Such duties of thesecretary-treasurer as may be specified by the Board of Directors may bedelegated to the Executive Director. e. The Immediate Past President shall serve as an advisor to thePresident, serve on the Finance Committee, chair the NominatingCommittee, and perform such other duties applicable to the office asprescribed by the parliamentary authority adopted by the Association. f. The Directors, one from each division, shall perform dutiesapplicable to their offices as requested by the President and Board ofDirectors, and as prescribed by the parliamentary authority adopted bythe 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 thedivision officers and state presidents in the Division shall appoint arecording secretary. a. The President shall promote the mission of the division andshall preside at all Division meetings. b. The President-elect, upon completion of his or her term ofoffice, shall become President of the Division. The President-electshall assume all the duties of the President in the absence of thatofficer and shall perform such other duties as assigned by the DivisionPresident. c. The Immediate Past Division President shall serve as advisor tothe Division President, and perform such other duties as assigned by theDivision President. SECTION 3. NATIONAL AND DIVISION TERM OF OFFICE Each officer shall be elected for one term of two (2) years andserve until his or her successor assumes office. The term of officeshall begin and end the close of the annual session in the electionyear. SECTION 4. SUCCESSION a. The National President-elect, upon completion of his or her termof office, shall automatically become President of the Association.Should the President-elect be unable to assume the Presidency, thePresident shall be elected, for that term only, in the same manner asthe other officers. b. The Division President-elect, upon completion of his or her termof office, shall automatically become President of the Division. Shouldthe President-elect be unable to assume the presidency, the Presidentshall be elected, for that term only, in the same manner as the otherofficers. 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 NationalPresident, 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 byballot of the general membership. A National President-elect selected inthis manner cannot assume the office of National President unlesselected to the office in the same manner as the other officers. A vacancy in any Division office, except that of DivisionPresident, shall be filled for the unexpired term by a plurality vote byballot of the Division membership. A Division President-elect selectedin this manner cannot assume the office of Division President unlesselected to the office in the same manner as the other officers. b. Any National officer, whether elected or appointed, shall ceaseto hold office upon termination of membership, or may be removed fromoffice by two-thirds vote by ballot of the general membership. Suchaction will be taken when it appears evident that a national officer hasbeen 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��fies1. a. To render unqualified or unfit.b. To declare unqualified or ineligible.2. . Any Division officer, whether elected or appointed, shall cease tohold office upon termination of membership, or may be removed fromoffice by two-thirds vote by ballot of the Division membership. Suchaction will be taken when it appears evident that a Division officer hasbeen 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 inodd-numbered years to nominate nom��i��nate?tr.v. nom��i��nat��ed, nom��i��nat��ing, nom��i��nates1. 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 officersto the Board of Directors. The committee shall consist of the ImmediatePast President who shall serve as chair; two (2) members from the Boardof Directors elected by the Board; and, one (1) Active Member from eachDivision of the Association elected by the State Presidents AdvisoryCouncil. 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 ofcandidates for the specified offices annually in the October October:see month. issue ofthe official publication. The Committee shall prepare a slate of two (2)candidates for each office, nominating National elected officers in evennumbered years, and Division officers and directors in odd numberedyears. Each candidate shall have given his or her consent. The nomineesshall be selected from Active Members in good standing. This slate shallappear in the following August issue of the official Associationpublication at least six (6) months prior to the election. Nominationsfor National and Division offices, other than those presented by theNominating Committee, may be added to the election ballot by petitionsigned by one hundred Active Members and received at the businessoffices of the Association no later than three (3) months prior to thescheduled date of the election. SECTION 3. ELECTION The active membership shall elect the National elected officers ofthe Association in odd numbered years and the active membership of eachDivision shall elect the division officers and director from thatDivision in even numbered years via a mail ballot with a plurality vote.Voting by ballot in National/division elections Shall be conducted bymail and shall include the option of electronic means as provided for bythe Board of Directors. Ballots and necessary supporting informationshall be mailed at least thirty (30) days prior to the close of votingto all members who are eligible to vote at their last address on filewith the Association. ARTICLE VII. BOARD OF DIRECTORS SECTION 1. GOVERNMENT The government of the Association shall be vested vestedadj. 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 ofDirectors, 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 itin these bylaws, the Board of Directors shall have the right,responsibility, and authority to exercise all such powers and performsuch acts as may be exercised or done by the Association subject to theStatutes of the State of Ohio, provisions of the Articles ofIncorporation 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, shalldetermine policies of the Association with recommendations from theAdvisory Councils, Committees, and individual members. It shall activelypursue the purposes of the Association and shall have discretion in thedisbursement 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 rulesand regulations for the conduct of Association business as shall bedeemed advisable ad��vis��a��ble?adj.Worthy of being recommended or suggested; prudent.ad��visa��bil , and may, in the execution of powers granted, appointsuch 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 benationally elected officers and 2 of whom shall be directors, shallconstitute a quorum. Meetings may be held by teleconference calls, inwhich all persons participating can hear each other, and participationin such a meeting shall constitute presence at such meeting. SECTION 5. MEETINGS a. Regular meetings of the Board of Directors shall be held atleast twice a year at such time and place as the Board may prescribe pre��scribev.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 becalled by the President or by a majority of its members. b. Action taken by unanimous written consent of the members of theBoard of Directors via mail, or electronic transmission, shall be avalid action of the Board. Such action of the Board shall be preservedand reported in the official minutes. SECTION 6. NO COMPENSATION Members of the Board of Directors shall not receive anycompensation. for their services as Directors but the Board may, byresolution, authorize To empower another with the legal right to perform an action.The Constitution authorizes Congress to regulate interstate commerce. authorizev. to officially empower someone to act. (See: authority) reimbursement ReimbursementPayment made to someone for out-of-pocket expenses has incurred. of expenses incurred in theperformance of their duties. Such authorization The right or permission to use a system resource; the process of granting access. See access control. may prescribe proceduresfor approval and payment of such expenses. SECTION 7. INDEMNIFICATION IndemnificationUsed 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 partyto any legal proceeding by reason of the fact that he or she is or was aDirector, trustee, officer, or employee of the Association, or is or wasserving 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 tothe maximum extent authorized by the Ohio Nonprofit Corporation nonprofit corporationn. 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, asamended. b. Other than in connection with an action or suit in which theliability 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 Associationshall be liable in damages for any action he or she takes or fails totake as a Director or as an officer, as the case may be, only if it isproved, by clear and convincing evidence clear and convincing evidencen. 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 jurisdictionthat his or her act of omission omissionn. 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 deliberateintent to cause injury to the Association or was one undertaken with areckless disregard reckless disregardn. 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. c. Section 1702.12 (E) (5) of the Ohio Nonprofit Corporation Lawshall not apply to the Association to the extent that it requires theindemnification of volunteers (as that term is defined in Section1702.01 (N) of the Ohio Nonprofit Corporation Law) other than Directors,trustees, or officers of the Associations or Directors, trustees, orofficers of another corporation, partnership, joint venture, trust orother 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 whoshall serve, ex officio, without vote on the Board of Directors. He orshe shall manage and direct all activities of the Association throughthe office of the President and subject to the policies of the Board ofDirectors. He or she shall have the legal authority to sign documents onbehalf 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. theemployment of the staff necessary to carry on the work of theAssociation and fix their compensation within the approved budget. He orshe shall define the duties of the staff, supervise their performance,establish their titles 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 managementas 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 bythe Board of Directors. SECTION 2. AUDIT An annual audit of the Association's finances shall beprepared by an independent certified See certification. public accounting firm and madeavailable at the annual business meeting. SECTION 3. DIVISION FINANCES All properly authorized financial obligations necessary forDivision administration shall be the responsibility of MTNA, and anyincome accruing from Division activities shall be forwarded to MTNA. SECTION 4. FINANCE COMMITTEE The Finance Committee shall coordinate Belonging to a system of indexing by two or more terms. For example, points on a plane, cells in a spreadsheet and bits in dynamic RAM chips are identified by a pair of coordinates. Points in space are identified by sets of three coordinates. the Board's financialoversight For Oversight in Wikipedia, see Wikipedia:Oversight.Oversight may refer to: Government regulation — The role of an official authority in regulating a separate authority. responsibilities by recommending policy to the Board,interpreting it for the staff, and monitoring its implementation. TheCommittee, in consultation with the Executive Director and financialstaff person, shall propose a budget for approval by the Board ofDirectors. It may have other duties assigned to it by the President withthe approval of the Board of Directors. The Committee shall consist ofthe President, President-elect, Secretary-Treasurer, Immediate PastPresident, Executive Director, ex officio without vote, plus one memberelected from among the members of the Board of Directors. TheSecretary-Treasurer shall serve as chair of this Committee. ARTICLE X. ADVISORY COUNCILS SECTION 1. STATE PRESIDENTS ADVISORY COUNCIL a. The State Presidents Advisory Council shall be composed of thecurrent President of each state-affiliated association. In the absenceof the President, the state president-elect or the state officer whoserves in the absence of the president may substitute as the votingrepresentative of the state. The MTNA Board of Directors shall serve asex officio without vote members of this council. b. The Advisory Council shall make recommendations regardingpolicy, philosophy, long range planning To comply with Wikipedia's , the introduction of this article needs a complete rewrite. , membership and other concernsto the Board of Directors for their consideration. c. The Advisory Council shall have an annual meeting at the timeand place of the annual session of the association, and at such othertimes as may be designated by the Board of Directors or called by amajority of the council members. The quorum shall be one half thecouncil members. An agenda of this meeting shall be mailed to eachmember at least thirty (30) days in advance of the meeting. ThisAdvisory Council will elect one (1) Active member from each Division ofthe Association in odd numbered years to serve on the NominatingCommittee. The Chair shall be elected by and from the membership of theAdvisory Council. SECTION 2. DIVISION PRESIDENTS ADVISORY COUNCIL a. The Division Presidents Advisory Council shall be composed ofthe Presidents, Presidents-elect, and Immediate Past Presidents of eachDivision. The MTNA Board of Directors shall serve as ex officio withoutvote members of this Council. b. The Advisory Council shall make recommendations regardingpolicy, philosophy, long range planning, membership, and other concernsto the board of directors for their consideration. c. The Advisory Council shall have an annual meeting at the timeand place of the annual session of the association, and at such othertimes as may be designated by the Board of Directors or called by amajority of the council members. The quorum shall be one half thecouncil members. An agenda of this meeting shall be mailed to eachmember at least thirty (30) days in advance of the meeting. The Chairshall 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 assistthem in the development and goals of the association. ARTICLE XI. COMMITTEES The President shall recommend for the appointment by the Board ofDirectors such standing and special committees as may be required by theBylaws, 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 placeto be determined by the Board of Directors. SECTION 2. BUSINESS MEETING a. The annual business meeting of the Association for thepresentation of reports and discussion of association affairs will beheld during the annual session. This meeting is open to all members.Notice of this meeting shall appear in the official Associationpublication at least thirty (30) days prior to the appointed time. b. Special meetings of the membership may be called with a minimumof 60 days advance notice by the Board of Directors or upon a signedpetition from 100 Active Members. c. One hundred (100) Active Members, including at least 3 nationalofficers, shall constitute a quorum at any business meeting of theAssociation. SECTION 3. DIVISION MEETINGS The Divisions shall hold meetings at the annual session and at suchother times as determined by the Board of Directors or called by theDivision officers of each Division. The Division President shall presideat these meetings. These meetings are open to all members in theDivision. 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 provideparliamentary opinion during meetings of the Advisory Councils and theannual business meeting of the Association. SECTION 2. PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert's Rulesof Order Robert's Rules of Order:see parliamentary law; Robert, Henry Martyn. Robert’s Rules of Ordermanual of parliamentary procedure by General Robert. [Am. Hist.: Hart, 717]See : Orderliness Newly Revised shall govern the Association's meetings inall cases in which they are applicable, and in which they are norinconsistent 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 theAssociation 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 ofDirectors may adopt. ARTICLE XV. PUBLICATIONS SECTION 1. OFFICIAL PUBLICATIONS At periodic intervals MTNA shall publish official notices andarticles in a format determined by the Board of Directors. Otherpublications may be issued periodically. SECTION 2. BYLAWS PUBLICATION The MTNA Bylaws shall be printed and made available to themembership. ARTICLE XVI. AMENDMENTS SECTION 1. Articles I and II of these Bylaws shall be identical to thecorresponding articles of the Articles of Incorporation. SECTION 2. These Bylaws may be amended at any annual meeting of theAssociation by a two-thirds vote provided that written notice of theproposed amendment(s) is submitted to the membership at least thirty(30) days in advance of the meeting. Amendments may be proposed by theBoard of Directors, any Advisory Council, or upon petition by twopercent (2%) of the Active members. Any proposed amendment must besubmitted to the Board of Directors for its consideration andrecommendation prior to presentation at the annual meeting. SECTION 3. These Bylaws may be amended via mail or electronic mail ballot by atwo-thirds vote provided that the proposed amendment(s) and ballot issubmitted to the members at least thirty (30) days in advance of therequired return date. The date for the return of the completed ballotsmust be dearly stated on the ballot. Amendments may be proposed by theBoard of Directors, any Advisory Council, or upon petition by twopercent (2%) of the Active Members. Any proposed amendment must besubmitted to the Board of Directors for its consideration andrecommendation prior to submission to the members. If any amendment isadopted pursuant to this Section 2, the Secretary of the Associationshall promptly mail a copy thereof to all members of the Association whodid not participate in the voting on such amendment.