BY-LAWS OF THE AMERICAN MATTHAY ASSOCIATION, INC.

(Revised and approved June, 2024)

ARTICLE I; NAME:

 

The name of this association shall be:

The American Matthay Association, Inc., hereinafter referred to as the association or the corporation. The association may be unofficially recognized by the name, The American Matthay Association for Piano.

 

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 encourage a high standard of piano performance and teaching, and build cooperation and community among his proponents.

3. This 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:

 

1. History of the Association

Tobias Matthay (1858-1945), born in London of German parents, taught piano at the Royal Academy of Music in London, England, for over fifty years. Matthay's revolutionary concepts about the displacement of tension and his attention to natural musical laws attracted considerable attention. In 1905 he opened the Tobias Matthay Piano School while continuing at the Royal Academy. The playing of Myra Hess, Irene Scharrer, Clifford Curzon, Moura Lympany and others trained by him soon established his position as one of the greatest pedagogues of all time. Students from throughout the world sought his advice on artistic as well as technical matters. In the 'twenties and 'thirties, Matthay ran an American summer school, leading to the establishment of the American Matthay Association in 1925. It was founded to promote Matthay's principles in the United States. During his lifetime, the members of the Association were chosen by Matthay himself. Since his death, members have included not only those who studied piano with him but also outstanding pianists and teachers who have worked in the Matthay tradition. The efforts of these musicians, their students and the memory of Mr. Matthay are celebrated in the annual piano festivals.

2. Types of Membership:

Membership shall include Active, Associate, Student, Honorary, and Life Members of the American Matthay Association.

A. Active Members shall include persons who have (1) studied with a Matthay teacher as approved by the Board of Governors, (2) been proposed by an Active Member, and (3) confirmed by the membership at an annual meeting. Former Clara Wells Scholars, who are no longer students, may join as Active Members. Active Members shall pay annual dues.

B. Associate Members shall include anyone expressing interest in membership in the Association. An Associate Member may be approved for Active Membership after (1) attending two complete Festivals, (2) being proposed by an Active Member, and (3) being confirmed by the membership at an annual meeting. Associate Members shall pay annual dues.

C. Student Members shall be pupils, up to and through college age, who are studying or have studied with an Active Member of the association, or who have participated in the Clara Wells Fellowship Program. Student members shall pay reduced annual dues.

D. Honorary Members may be elected from time to time upon recommendation of the Board of Governors and confirmed by the membership at an annual meeting. Honorary Members shall not be required to pay annual dues.

E. Life Members are Active Members who have made a financial contribution to the Association, of an amount designated by the Board of Governors.

 

ARTICLE VI; OFFICERS

 

Board of Governors

A. The Board of Governors shall constitute the administrative body of the Association and shall consist of seven Executive Officers and six Directors. The members of the Board shall be unpaid for this service.

B. 1) The seven Executive Officers shall be: President, Vice-President, Secretary, Treasurer, Editor of The Matthay News, Webmaster, and Archivist. The Executive Officers shall perform the primary work of the organization, with the assistance of the Directors and membership, as needed.

B. 2) The six Directors shall serve in an advisory capacity, shall attend all Board of Governors meetings, advise the Association and provide committee and individual service as needed. The retiring President (Past President) shall serve as an additional Director for one term (two years).

C. The Board of Governors shall have the power and authority to perform all acts and functions of the Association between annual meetings, consistent with the Bylaws and/or with action taken by the Annual Meetings of the Association.

D. In the event of any Officer's or Director's inability to fulfill Association duties, the President, or a simple majority of the Board of Governors, shall appoint a successor for the remainder of that person’s term.

E. With the approval of the President, any Executive Officer may select an assistant.

Executive Officers

A. The President shall be the principal executive officer of the Association and shall supervise the business and affairs of the Association and of the Board of Governors. The President may appoint committees at his/her discretion. The President shall communicate frequently with the Board and any constituted committees, preferably at least once each quarter, either by direct communication or by calling a meeting of the Board. Communication may occur by any currently accepted means.

B. The Vice-President shall assist the President as needed and shall serve as the Chair of the Clara Wells Piano Fellowship Auditions. In the absence or inability of the President to serve, the Vice-President shall assume the President's duties.

C. The Secretary shall give notice of all business meetings, record Minutes of said meetings, keep current activity records, and conduct the correspondence of the Association. The Secretary shall communicate with new members. The Secretary shall, with the Treasurer, maintain the member database, and keep all Officers updated as to the current membership list.

D. The Treasurer shall collect all amounts due the Association and, with the approval of the President and one other officer of the Association, approved by the Board, 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 the annual meeting of the general membership. Association investments shall be made as instructed by the Board. The Treasurer shall assist the Secretary in maintaining the updated member database.

E. The Editor of The Matthay News shall be responsible for the content and publication of the journal of the Association. The journal shall include the Minutes of the annual meetings of Board and general membership and shall publish the names and contact information of the Board of Governors.

F. The Webmaster shall be responsible for appropriate maintenance of the Association website, and for important and timely announcements to the membership as directed by the President or Board.

G. The Archivist shall function as curator of the Association's books, pamphlets, photographs, and other historical documents. The Archivist shall receive and organize educational materials that have been donated to the Association, and regularly apprise the Membership of the Association's holdings. Upon approval of the President or the Board, the Archivist may acquire materials deemed to possess relevance to the Association and its purposes. The Archivist shall assist serious scholars in search of information and material concerning Tobias Matthay and/or the Association.

 

ARTICLE VII; ELECTION OF BOARD OF GOVERNORS

 

All Officers and Directors shall be nominated biennially by a committee chosen by the President and shall be presented to the membership for a vote at the annual general meeting.

 

ARTICLE VIII; TERMS 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, with the typical length of service being four years. After a period of two terms (four years) out of office, they may again be considered for Executive or Director positions.

3. The Secretary, Treasurer, Editor of the Matthay News, Archivist, and Webmaster, may serve for more than two consecutive terms (unlimited).

ARTICLE IX; MEETINGS

 

1. Two annual meetings, one of the Board of Governors, and one for the General Membership of the Association, shall be held at a time and place designated by the Board of Governors, most often during the Piano Festival. Notice of the Annual Meeting shall be made to the membership by the President or the Secretary thirty days prior to the chosen date, including, during an election year, the slate of nominated Officers and Directors. The President shall preside at both meetings, and may designate an alternate if needed.

2. Special meetings for the membership may be called by the President or the Board of Governors, with thirty days advance notice. Meetings of the Board of Governors may be called by the President with shorter notice. All meetings may be conducted by currently accepted means: in person or online.

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, a quorum shall be a majority of the Board.

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 any currently accepted means of communication. Only Active and Life Members may vote.

3. A simple majority is recognized as binding in all decisions made at meetings.

ARTICLE XI; DUES AND ACCOUNTS

 

1. The Board of Governors is empowered to establish the dues structures for Members, and any other fees, such as Festival Registration. The Board shall oversee and direct the investment of those Association funds not needed for the normal operating expenses of the Association.

2. The President or the Board may appoint a special committee to seek advice from outside sources regarding financial matters such as dues structures and the investment of Association funds. This Committee shall report directly to the Board of Governors.

3. Annual Dues shall be payable each fiscal year (September 1 to August 31). 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.