By-Laws

ONONDAGA COUNTY MUSIC EDUCATORS ASSOCIATION BY-LAWS




Article I: Geographic Area


Section 1.1: Name. The name of this not-for-profit corporation is The Onondaga County Music Educators Association, with an official abbreviation of OCMEA. Its principal office and place of business is located in Syracuse, New York.


Article II: Purposes


Section 2.1: Purposes. OCMEA has been formed and will be operated in such a matter as to advance music and music education on behalf of the students and music educators of Onondaga County, New York. This organization will help organize, coordinate, and fund All-County Music festivals. The Organization will also plan workshops for members, fund scholarships for excellence in music, and work to raise and maintain high professional standards among the music educators of Onondaga County.


Article III: Membership


Section 3.1: Membership. OCMEA will be a membership organization.


Section 3.2: Active Membership. Any person teaching in or retired from a public, private, or post-secondary school in Onondaga County may, upon receipt of dues, become an active member. Active members shall have the privilege of voting and holding office.


Section 3.3: Associate Membership. Any person concerned with music education or engaged in music teaching may, upon payment of dues, become an associate member. Associate members shall NOT have the right to vote or hold office.


Section 3.4: Honorary Membership. Upon recommendation of the Executive Council and the approval of the membership present at a general meeting, honorary membership may be conferred upon an individual in recognition of distinguished service to music education in Onondaga County. Honorary members shall NOT have the right to vote or hold office.


Section 3.5: Membership Meetings. All members of the OCMEA will be invited to meet at the Annual General Meeting held in June.


Article IV: Board of Directors


Number, Qualification, Term of Office, Election, Power, Vacancies, Removal and Resignation, Meetings

Section 4.1: Initial Board of Directors. The three individuals chosen as the initial Board of Directors will act as the Board of Directors for the period after the initial organization meeting, but before the first annual meeting of the Board of Directors.


Section 4.2: Purpose of Board of Directors. Its Board of Directors shall manage the Corporation.


Section 4.3: Number. The number of members constituting the entire Board shall consist of one representative from each School District in Onondaga County. District Board members shall be determined in a manner in which each individual school district sees fit. The number of Board Members may be increased or decreased at any time and from time to time by a majority vote of the Board of Directors except that in no case may any decrease in the number of Directors shorten the term of an incumbent Director.


Section 4.4: Election. As stated in section 4.3 each individual district shall determine how they will elect or appoint the board member for their individual School district in the best fashion that they see fit.


Section 4.5: Announcement. Before the Fall Board of Directors Meeting each individual district shall notify the President in writing who the Board representative for that district will be for the next term. In the event that a School District’s Board representative changes the President shall announce such a change at the fall annual meeting and will officially recognize the new board members at the beginning of the fall Board of Directors Meeting.


Section 4.6: Term of Office. The term of office shall begin in June and continue for at least (1) one year. A Board member may serve in office as many consecutive terms as he or she is elected.


Section 4.7: Powers. The Board of Directors shall have all of the usual powers and duties exercised by a Board of Directors in determining the best path for their organization. At the expiration of the normal term of office, any director remaining in office shall be referred to as an Acting Director until reelected or replaced.


Section 4.8: Vacancies. Any vacancy in the Board of Directors arising at any time and from any cause (including because of the authorization of an increase in the total number of directors or removal) should be filled by the Individual school district within ninety (90) days from the date upon which such vacancy occurs in any manner in which they see fit. Until such time as the School District is able to elect a successor, the Board will recognize an interim director that will fill the vacated position. The interim position will be determined by the School District in any manner they see fit. Such interim directors will be eligible to be elected as an official Director if their individual School District decides to do so.


Section 4.9: Removal. Any director may be removed by an affirmative vote of two-thirds (2/3) majority of the Board of Directors then in office at any regular Board meeting or at any special meeting called by the Board of Directors for that particular purpose. Any Board member may be removed for cause. Such position shall be deemed vacant until the annual May meeting of the Board of Directors.


Section 4.10: Resignation. Any member of the Board of Directors may resign at any time by giving written notice to at least three (3) directors, one of which must be the President. Such resignation shall become effective thirty (30) days from the date upon which the notice is given. However, the Board of Directors, in its discretion, may accept the resignation as effective upon an earlier date stated in such notice.


Section 4.11: Creation of New Board of Director’s Positions. The majority of the vote by the Board of Directors is required in order to create a new position on the Board of Directors.


Section 4.12: Meetings. The Board of Directors shall meet as a general assembly at a date to be determined by the President in both the fall and the spring. Board of Director Meetings shall also take place during each of the county music festivals.


Article V: Officers


Section 5.1: Designation of Officers. The Officers of this organization shall be the following: President, Vice President (President-Elect), Secretary, and Executive Secretary-Treasurer. Each officer shall be at least eighteen (18) years of age. The offices of President, Vice President (President-Elect), and Secretary shall be elected. The office of Executive Secretary-Treasurer shall be appointed by the Executive council. All elected and appointed officers must be ACTIVE MEMBERS of the Board of Directors while they serve their term in office.


Section 5.2: Terms. The term of office for the Secretary and Treasurer shall be two (2) years. The Vice President (President-Elect) shall serve two years as Vice President and will then ascend to the office of President. After serving two (2) years as Vice President (President-Elect) the President shall serve two (2) years as President. Terms of office shall begin July 1st following the election held at the annual meeting.


Section 5.3: Election. The President shall appoint a Nominating Committee at the Fall Board of Directors meeting in every even year. At the General Membership Meeting held the following spring, the Nominating Committee shall present a slate of nominated officers. Nominations may also be made from the floor upon a member making a motion and having it seconded by an additional member. To be nominated for election as an officer, the member must be an ACTIVE MEMBER. Directly following the presentment of the nominating committee’s slate of nominated officers, as well as the floor nominations, the election for the officers shall take place.


Section 5.4: Powers and Duties of Officers. The Officers shall have all the usual powers and duties exercised the Officers of voluntary organization.


President. The President shall have general supervision of the affairs of the Onondaga County Music Educators Association (OCMEA) and shall keep the Board of Directors fully informed and shall freely consult concerning the activities of OCMEA. The President shall preside at all meetings of the Board of Directors of OCMEA. The signature of the President and the Treasurer together shall be required, in the name of OCMEA, on all contracts authorized either generally or specifically by the Board of Directors and on all checks for the disbursement of funds greater than the amount of five hundred dollars ($500.00). The President shall represent OCMEA to all third parties. The President shall perform such other duties as from time to time be assigned to him/her by the Board of Directors. The President will fill any vacant position on the Board of Directors until it is filled, if any vacancies occur due to removal or resignation. The President shall appoint all necessary committees as he/she sees fit. The President shall chair and preside over the Executive Council. The President shall communicate to membership via a newsletter at least once a year. The President will also be responsible for moving the organization in innovative directions.



Vice President (President-Elect). The Vice President (President Elect) shall have such powers and duties as may be assigned to him/her by the Board of Directors. In the absence of the President, the Vice President in the order designated by the Board of Directors shall in general assume all duties of the President. The Vice President (President-Elect) shall serve as chairperson of the Public Relations Committee. The Vice President (President-Elect) shall also serve as a member of the Nominating Committee.


Secretary. The Secretary shall act as Secretary of all of the meetings of the Board of Directors at which he/she is present, and shall keep the minutes of all such meetings. The Secretary shall retain a file of all records and maintain all correspondence for the organization. The Secretary shall be responsible for creating and serving all official correspondence of the OCMEA, including notices of all Board of Director meetings. The Secretary shall perform all the duties pertaining to the office of Secretary, subject at all times, however, to the control of the Board of Directors. The Secretary shall perform such other duties as shall from time to time be assigned to him/her by the Board of Directors. The Secretary shall also send copies of the OCMEA President's newsletter to all Members and each chief School Administrator in the county or his/her designated representative.


Executive Secretary-Treasurer. The Executive Secretary-Treasurer shall have supervisory custody of all funds that may come into OCMEA possession. The signature of the Executive Secretary-Treasurer together with the signature of the .President shall be required, in the name of OCMEA, on all checks for the disbursement of funds greater than Five Hundred Dollars ($500.00). The Executive Secretary-Treasurer shall supervise the collection and remittance of all moneys of the organization. The Executive Secretary-Treasurer shall disburse funds as approved by the Board of Directors. The Executive Secretary-Treasurer shall keep (or shall cause to be kept) complete and accurate accounts of the receipts and disbursements of OCMEA, and he/she shall deposit (or shall cause to be deposited) all monies and other valuable effects in the name of and to the credit of OCMEA in such banks and depositories as the Board of Directors may designate. The Executive Secretary-Treasurer shall maintain clear and complete financial and accounting records of the organization and prepare and submit an annual report of the financial status of the organization to the Board of Directors. He/She shall perform the entire duties incident to the office of Treasurer, subject at all times, however, to the control of the Board of Directors. In addition the Executive Secretary Treasurer shall collect and disburse all funds of the OCMEA. He/She will issue a statement of the financial status at each regular meeting. He/She will maintain a current list of active members. He/She shall prepare a Directory of all School Music Personnel in Onondaga County. He/She shall serve as chief administrator in charge of the Auditions and Festival Committee. He/She Shall Prepare an Operating Budget for presentation at the Spring Meeting. He/She shall prepare the financial books for audit as of June 30th of each year.

Article VI: Executive Council


Section 6.1: The Executive Council. The Executive Council shall consist of the four (3) elected offices of President, Vice President (President Elect), Secretary and the Executive Secretary-Treasurer. The Executive Council shall be chaired by and presided over by The President.

Section 6.2: Meeting. The Executive Council shall meet for the purpose of making recommendations to the general membership. The Executive Council shall meet prior in time on the dates of all Board of Directors Meetings.


Section 6.3: Duties. The Executive Council shall appoint the Executive Secretary- Treasurer. The Executive Council shall assume and undertake the responsibility and authority for policy

making.

Amendments to Bylaws acted upon by a quorum.

If interest warrants, contract with a recording engineer to record the All-County Festival.


Article VII: Meetings and Special Meetings


Section 7.1 Notice of Meetings. The General Meeting the Executive Council Meetings and the Meetings of the Board of Directors shall be held at such place as the Board of Directors shall designate and at such time and date and as they shall designate. The Secretary shall give notice of the hour, date and place of the meetings in writing either by personal delivery or by prepaid first class U.S. mail, addressed to each participant of the meeting and given at least ten (10) days notice before the next scheduled meeting.


        Note: Whenever these By-Laws require that written notice be given to members of the Board of Directors, care shall be taken to ensure that an alternative method of notice will be employed whenever there is a possibility than an Officer is incapable of comprehending the written notice.


Section 7.2: Participation by Conference Telephone. Any Officer may participate in a meeting of the Board of Directors (or a committee thereof) by means of a conference telephone or similar communications device, which allows all persons participating in the meeting to hear each other at the same time. For the purpose of establishing a quorum, any officer so communicating by conference telephone at a meeting shall be deemed to be present.


Section 7.3: Meetings.


Annual General Meeting. Once a year an annual meeting will be held to state the current position of the OCMEA in regards to its objectives and goals as well as to assert its objectives and goals for the upcoming year. The membership shall also elect officers at all even year annual meetings. The annual meeting shall be conducted at a time and place to be designated by the Board of Directors and announced to the membership in the methods discussed in section 7.1.

Board of Directors Meetings. Board of Directors Meetings for the conduct of regular business shall be held twice a year. One will be held at the beginning of the School year in the fall and one will be held towards the end of the school year in the spring. In the Spring the Board of Directors meeting shall be held at a time prior to the general membership meeting on the same date.


Festival Meetings. Board Meetings will be held' at each of the All County Festivals sponsored by the OCMEA. No formal action (Motions) shall be taken at these meetings.


Special General Meetings. A Special Board of Directors Meeting may be called at any time upon the recommendation of the Executive Council and or the President.


Executive Council Meetings. The executive council shall meet prior in time on the same date as any and all Board of Directors meetings.


Section 7.4: Purpose of Special Meetings. The purpose of special meetings will be for the Board of Directors to discuss crucial circumstances or matters that affect OCMEA.

Article VIII: Committees


Section 8.1: Committees. The power of the committees shall be advisory. The standing committees shall be the following: Nominating, Public Relations, Auditions and Festival, Workshop, Membership, Professional Relations and the Scholarship Committee.


Section 8.2: Appointments. The President shall appoint the Chairs ofthe Standing Committees. The President shall appoint Ad-Hoc Committees and the Chairs of these committees as needed.


Section 8.3: Responsibilities of Committees.

Nominating Committee. The Nominating Committee shall consist of three members, one of whom shall be the Vice President (President Elect). The President shall appoint a Nominating Committee at the Fall Board of Directors meeting prior to the Spring Annual Meeting in all even numbered years. The Nominating committee shall be responsible for organizing and presenting a slate of nominated officers at the Spring Annual Meeting in all even numbered years. Directly after the committee's presentment of the slate of nominated officers, a vote will be conducted at the Spring Annual Meeting of each even numbered year.


Public Relations Committee. The Public Relations Committee shall be in charge of publicity for All-County events. The Committee shall be responsible for publicizing OCMEA events and activities. The Committee shall undertake public relations projects to foster interest in music throughout the community.


Auditions and Festival Committee. The Auditions and Festival Committee shall consist of the Host Chairperson(s) of Auditions of each All-County Festival for the year(s) of their responsibility, the Manual Chairperson (who is responsible for reviewing, revising, and updating all festival and audition manuals, based on recommendations from orchestra, band, and vocal task force committees), as well as the Executive Secretary-Treasurer. The Auditions and Festival Committee shall be responsible for overseeing the operation of the All-County Festival programs and related auditions. The committee shall examine and make recommendations relative to audition procedures and innovation in structure of the All-County Festivals. The committee shall be responsible for examining and revising the operating procedures for festival hosts and managers. The Committee will require written evidence of planned chaperone coverage of students for All-County Festivals. The committee shall provide for the evaluation of All-County Festival Conductors.


Workshop Committee. The Workshop Committee shall plan workshops for members of OCMEA and their students during the school year. The committee shall also be responsible for disseminating information to other counties in Zone 3, NYSSMA, relative to local workshops.


Membership Committee. The Membership Committee shall be responsible for the recruitment and mentoring of new members.


Professional Relations Committee. The Professional Relations Committee shall concern itself with raising and maintaining high professional standards and ethics among the music educators of Onondaga County. The committee shall also investigate and make appropriate recommendations in the area of training of music educators.


Scholarship Committee. The Scholarship Committee shall review applications for and select the winners of the OCMEA scholarships.


Article IX: Quorum, Adjournments, Notice


Section 9.1: Quorum.

Membership Meeting. At the General Membership Meeting ten percent (10%) of the entire membership shall be required to be in attendance in order for a quorum to be realized.


Board of Directors Meeting. At the Board of Directors Meeting a majority of the School districts must be represented in order for a quorum to be realized.


Executive Council Meeting. At the Executive Council meetings a ¾ majority of the .officers must be present in order for a quorum to be realized.


Section 9.2: Adjournments. In the absence of a quorum at any meeting, a majority of the Directors present may adjourn or reschedule the meeting, but otherwise may not conduct any organization business.


Section 9.3: Notice. Notice of the adjournment and rescheduling shall be given to all Board Members who were absent at the time of the original meeting. If the meeting was not rescheduled during the original meeting, notice shall be given to all Board Members. If at the rescheduled meeting a quorum of the directors is present, then any business may be transacted which might have been transacted at the meeting as originally called.


ARTICLE X: VOTING


Section 10.1: Voting. At any meeting of the Board of Directors, each director present shall be entitled to one (1) vote. The votes will be taken by each board member declaring either "aye" or "nay".


ARTICLE XI: COMPENSATION


Section 11.1: Board of Directors. No board member of OCMEA shall receive, directly or indirectly, any salary or compensation solely for being a member of the Board of Directors of OCMEA. However, the Board of Directors may authorize the disbursement of salary, compensation, or reimbursement of the expenditures reasonably incurred by any person in the course of performing services for the benefit of OCMEA. The Board is also authorized to the disbursement of compensation to the Executive Secretary-Treasurer for the tasks the appointed officer completes.


ARTICLE XII: DUES AND FEES


Section 12.1: Dues And Fees. Dues and Fees shall be finalized by the Spring General Meeting.


Section 12.2: Active Membership. Annual membership dues shall be $15.00 for working active members, $7.50 for retired active members.


Section 12.3: Associate Membership. Associate membership dues shall be $100.00


Section 12.4: Fees. The All-County Festival Audition fee shall be $5.00 for each student. In the event of cancellation, $1.00 shall be kept to cover festival expenses. The All-County Festival Registration fee shall be $6.00 for Senior High, $6.00 for Junior High, $6.00 for Elementary and $25.00 for Jazz.


Section 12.5: Tickets. Admission ticket prices for All-County Festival performances will be $5.00. $1.00 ofthe cost of each ticket will be rebated to the Host School, provided no fees are charged to OCMEA for the use of the building.


ARTICLE XIII EXPENSES


Section 13.1: Honorarium for the Executive Secretary-Treasurer. The Executive Secretary-Treasurer shall receive an annual honorarium of $1,000.00.


Section 13.2: Honorarium for Guest Conductors. The Honorariums for All- County Festival Guest Conductors will be $500.00. Up to $1,500.00 for travel and lodging expenses will be made available per year for the Senior High All-County Guest Conductors


Section 13.3: Honorarium for Services. The Honorariums for services in connection with auditions, festivals, and workshops shall be:

Host Chairperson     $250.00

Manager (All-County Festivals)     $150.00

Festival Co-coordinator     $150.00

Piano accompanist     $250.00

Audition adjudicators shall be paid the prevailing rate for NYSSMA adjudicators, depending upon NYSSMA Adjudicator certification


ARTICLE XIV STUDENT PARTICIPATION


Section 14.1: Student Participation. For student membership in the OCMEA performing organizations, he/she must be a performing member in (in good standing) of their own school organization. If a performance group does not exist, the application would have come from a certified teacher in that school.


ARTICLE XV: BANK ACCOUNTS AND INVESTMENTS


Section 15.1: Bank Accounts. The Board of Directors is authorized to select such banks or depositories as it shall deem to be proper for holding the funds of the Corporation. All funds belonging to the corporation shall be deposited in such banks or other depositories as the Board directs.


Section 15.2: Investment. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal and otherwise, or in stocks, bonds or other securities, as the Board of Directors may consider desirable. The Board shall have the discretion to invest and distribute all property where:


Such distribution (or investment) is not against the law;

Will not result in denial of tax exempt status under IRC 501(c)(3); and

Will not result in the corporation considered as a private foundation under IRC 509.


ARTICLE XVI: OFFICE AND BOOKS


Section 16.1: Office. The office of the Corporation shall be located at such place as the Board of Directors may from time to time determine.


Section 16.2: Books. There shall be kept at the office of the Corporation or such other place as the Board of Directors shall designate, correct books of account of the activities and transactions of the Corporation, including a minutes book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws and all minutes of the meetings of the Board of Directors.


ARTICLE XVII: FISCAL YEAR


Section 17.1: Term of Fiscal Year. The fiscal year of the Corporation shall consist of the months beginning on July 1st and concluding on June 30th of all given years.


ARTICLE XVIII: INDEMNIFICATION


Section 18.1: Purpose of Indemnification. OCMEA may indemnify any person (i.e. a board member, officer or employee)who is made (or threatened to be made) a party to a lawsuit or proceeding due to any loss, costs (including reasonable attorney's fees) damages, injury, liability, claims, demands, or causes of action arising out of or resulting from:

personal injury or death;

property damage; or

any act or omission of OCMEA as an employer.


Section 18.2: Procedure of Indemnification. Indemnification by OCMEA must be specifically authorized by a quorum of the board made up of directors who are not parties to the action or proceeding in question. If a quorum is unattainable, then indemnification may be authorized by the board upon the written opinion of independent legal counsel. .


ARTICLE XIX: AFFLIATIONS AND RELATIONSHIPS


Section 19.1: Affiliations. This organization shall function as the officially affiliated county organization to the New York State School Music Association (NYSSMA). It will promote the welfare and the music education activities of NYSSMA and the Music Educators National Conference.


Section 19.2: Relationships. This organization shall maintain relationships with the teacher's associations, cultural and concert organizations, and higher educational institutions that are deemed appropriate to the fulfillment of the purpose of the organization.


ARTICLE XX: PARLIAMENTARY AUTHORITY


Section 20.1: Parliamentary Authority. Robert's Rules of Order Revised shall be the Parliamentary authority on all matters not covered in these By-Laws.


ARTICLE XXI AMENDMENT


Section 21.1: Amendment of By-Laws. These By-Laws may be amended when notification of the meeting to change the bylaws has been issued to all active members has one (1) month in advance, and a Two-Thirds (2/3) majority of all Active Members are present at the meeting. In order for the amendments to be ratified the majority of members present at the meeting must vote to amend said bylaws.


The By-Laws for The Onondaga Community Music Educators Association were officially adopted on May 2, 2006.

    Signed: ______________________________

Cathy Koch, President of OCMEA