BY-LAWS OF THE AMERICAN
MATTHAY ASSOCIATION, INC.
(Revised June, 2009)
ARTICLE I; NAME:
The name of this association shall be: The American Matthay Association, hereinafter referred to as the association or the corporation.
ARTICLE II; PURPOSE:
The purpose of this association shall be:
1. To further and perpetuate an understanding of the work of Tobias Matthay, and his teaching principles.
2. To promote his genuine exponents and to encourage a high standard of performance and teaching.
3. To foster a spirit of cooperation among his American pupils and adherents.
4. Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code.
ARTICLE III; EARNINGS:
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE IV; ASSETS:
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE V; MEMBERSHIP:
Membership shall include Active, Associate, Student, Honorary, and Life Members of the American Matthay Association. .
1. Active Members shall be
citizens of the
(a) Those who have studied personally with Tobias Matthay, including both Active and Associate Members of the past; [The American Matthay Association, founded in 1925, and incorporated in 1927, was extensively reorganized in 1949—hence the phrase “of the past.”]
(b) Those who have been proposed by an Active Member and have studied with a Matthay teacher as approved by the Board of Governors or at an annual meeting.
2. Associate Members shall include, upon payment of dues, anyone expressing interest in membership in the association. Associate Members may be approved for active membership after attending two complete workshops and upon being proposed by an Active Member at the annual meeting.
3. Student Members shall be pupils up to and through college age who are studying with an Active Member of the American Matthay Association.
4. Honorary Members may be elected from time to time upon recommendation of the Board of Governors and the approval of the Association.
5. An Active Member may at any time be come a Life Member by contributing to the Association an amount designated by the Board of Governors.
6. Those pupils of Mr. Matthay
who accepted Membership in the Association on or before
ARTICLE VI; OFFICERS
A Board of Governors (unsalaried) shall constitute the administrative body of the Association and shall consist of the following:
President, Vice-President, Secretary, Treasurer, Editor of the Matthay News, Archivist, Webmaster, State/Federal Goverment Liaison, and six Directors. The retiring President shall serve as Director for one term. The President, Vice-President, and Secretary shall, if possible, be chosen from the same locality.
1. The President shall be the principal executive officer of the Association, and shall in general, supervise the business and affairs of the Association and the Board of Governors. The President shall be empowered, at his discretion, to appoint any necessary committees.
2. The Vice-President shall perform the duties of the President in the absence of the President or in the event of the inability of the President to serve. Should the Vice-President be unable to serve in any capacity, it shall be the duty of the President to appoint a deputy. In addition, the Vice-President shall serve as the Chair of the Clara Wells Piano Scholarship Auditions.
3. The Secretary shall give notice of all business meetings, keep all records, conduct the correspondence of the Association, and with the approval of the President, may choose an assistant.
4. The Treasurer shall collect all amounts due the association and, with the approval of the President and one other officer of the association, shall make all disbursements covering the running expenses of the association. An annual treasurer’s report, which has been professionally audited, shall be presented for approval at the annual board meeting and meeting of the general membership. Association investments shall be made as instructed by the board.
5. The Editor of the Matthay News shall be responsible for the content and publication the association journal.
6. The Archivist shall function as curator of the Association’s books, pamphlets, photographs and other historical documents. He shall receive and organize those educational materials that have been donated to the Association, and periodically apprise the Membership of the Association’s holdings. He may, upon approval of the President, be empowered to acquire materials deemed to possess relevance to the Association and its purposes. He shall cooperate with and fully assist serious scholars in search of information and material concerning Tobias Matthay and the Association.
7. The Webmaster shall be responsible for appropriate maintenance of the Association website.
8. The State/Federal Liaison shall maintain appropriate and timely contact and filings with state (Massachusetts) and Federal 501(c)(3) offices.
9. The Board of Governors shall have the power and authority to perform all acts and functions of the Association between annual meetings, not inconsistent with the laws or with action taken by the Annual Meeting of the Association.
10. In the event of an Officer’s inability to fulfill his duties, the President shall appoint a successor for the remainder of the Officer’s term.
ARTICLE VII; ELECTION OF OFFICERS
Officers and Directors shall be nominated by a committee chosen by the President.
ARTICLE VIII; TERM OF OFFICE
1. The term of office shall be two years.
2. The President, Vice-President and directors may not serve more than two consecutive terms.
3. The Secretary, Treasurer Editor of the Matthay News, Archivist, Webmaster, and State/Federal Liaison may serve for more than two consecutive terms.
ARTICLE IX; MEETINGS
1.. The Annual Meeting shall be held at a time and place designated by the Board of Governors. Notice of the Annual Meeting shall be mailed by the Secretary thirty days prior to said date together with the slate of Officers nominated and a list of agendae for the meeting. Meetings may be held every two years.
2. Special meetings may be called by the President or the Board of Governors. Notice of such meetings shall be mailed to the Members thirty days in advance. No business may be transacted at a special meeting except that for which the meeting has been called.
3. No person shall speak in debate in a business meeting for more ten minutes at a time, and not than twice on one issue without mission of the assembly.
ARTICLE X; VOTING
1. At meetings of the Board of Governors, the majority shall constitute a quorum. The majority vote of this quorum shall be considered a binding vote.
2. At the Annual Meeting, seven Members constitute a quorum. Because of the geographical dispersal of Association Membership, any Member unable to attend the annual Meeting may vote for the election of Officers and any issue on the agenda, by mail. Only Active Members may vote.
3. A majority is recognized as binding in all decisions. Any Member unwilling to abide by the majority vote of the Association or of the Board of Governors is subject to dismissal from the Association by a vote of eight Governors.
ARTICLE XI; DUES AND ACCOUNTS
1.. The President shall be empowered to appoint a special committee which may meet and seek advice from outside sources regarding financial matters such as dues structures and the investment of Association funds. If appointed, this Committee shall report directly to the Board of Governors.
2. The Board of Governors shall be empowered to establish the dues structures for Active, Student, and Life Members. The Board shall oversee and direct the investment of those Association funds not needed for the normal operating expenses of the Association.
3. Annual dues will normally be payable in September. Membership in the Association may be suspended if dues are not paid upon a second notification.
ARTICLE XII; AMENDMENTS
1. Any Article of these By-Laws may be amended or repealed at any business meeting called by the President or Board of Governors, provided notification of the meeting, and notification of the proposed change has been sent to all Active Members thirty days in advance. Such repeal or amendment shall be ratified by a two-thirds majority of the total number of votes recorded from both the absentee ballots and from those present at the meeting.
2. Roberts’ Rules of Order, latest revision, shall apply to the conduct of all the affairs of this organization provided they are not in conflict with the By-Laws, rules and regulations adopted by the Association and by the Board of Governors.