BYLAWS

As amended and Restated July 10, 2007  

ARTICLE I - PURPOSES, STATUS, POWERS

Section 2.  Purposes:  The purposes of the Charlotte Pianoe Teacheres Forum, (the "Forum") are:

     (a) To encourage an exchange of ideas and strategies pertinent to piano teaching; to provide a stimulating setting, fostering new dimensions in the understanding of and appreciation for music; to note current pedagogical trends and new piano literature through their artistic and creative development with student scholarship auditions and recitals; to elevate the standards of teaching by the recognition of training, experience and challenge for professional growth; and the contribute to and to enhance the cultural life of the community.
 
     (b)  To receive and disburse any money, funds, legacies, gifts or donations of any type or kind whatsoever for use in furtherance of the aforesaid purpose.

     (c)   To do such other acts and things as are authorized and permitted by the North Carolina Nonprofit Corporation Act, Chapter 55A of the General Statutes of North Carolina or such other provisions as may be hereafter applicable to non-profit corporations, and to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Forum is organized.

Section 2  Tax Exempt Status. The Forum shall operate exclusively for 'charitable, educational and religious purposes' within the meaning of Sections 501 (c)(3) and 170(c)(2) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States Internal Revenue laws (the "Code").

Section 3 General Powers   The Forum shall be empowered to engage in any lawful actibity for which corporations may be organized under Chapter 55A of the General Statatues of North Carolina so long as the Forum does not engage in any activity or activities not in furtherance of one or more tax exempt purposes as contemplated in Section 501(c)(3) of the Code

ARTICLE II – OFFICES  

     Section 1.  Registered Office  The registered office of the Forum, required by law to be maintained in the State of North Carolina, shall be located in Charlotte, Mecklenburg County, North Carolina.

     Section 2.  Other Offices  The Forum may have offices at such other places, either within or without the State of North Carolina, as the Executive Board may designate, or as the affairs of the Forum may require from time to time.


 ARTICLE III – MEMBERSHIP

     Section 1.  Members. Membership classifications of the Forum shall be Professional, Associate, General, Supporting and Honorary.  All Professional, Associate, General and Honorary members shall be eligible for election to all offices of the Forum, voting, duties, activities and priviledges of the Forum, with the exeception of inclusion in teaching regerrals, either through the Referral Committee or on the Forum website, which shall be restricted to Professional and Associate members only.  Supporting members may not be eligible to hold office or have voting priviledges.

          (a)  Professional Members   A Professional member is a piano teacher who has fulfilled one of the following requirements: (i) A degree in music with a piano major from an accredited school of music or department of music; (ii)   A degree in music from an accredited school of music or department of music including the following course credits: three (3) years  of college-level keyboard instruction (piano, organ, or other); two (2) years of college theory, one (1) year of piano pedagogy (which may be substituted with ten (10) years teaching experience); (iii) A certificate (Standard, Experience, Professional Advancement, College Faculty, Honorary, Emeritus, or Certificate of Merit) from the North Carolina Music Teachers Association; (iv) A college degree (not in music) from an accredited college or university including the following courses: Three (3) years of college-level keyboard, two (2) years of college theory, and one (1) year of piano pedagogy (which may be substituted with ten (10) years teaching experience.);   

          (b) Associate Members.  An Associate member is a piano teacher whose preparation for being a piano teacher may or may not include a college degree; however, the applicant has had two (2) years of college-level keyboard instruction (piano, organ, or other); one (1) year of college theory; and one (1) year of piano pedagogy (which may be substituted with ten (10) years teaching experience).

           (c)  General Members.  A General member is a piano teacher who is working toward the goal of becoming an Associate or Professional member of the Forum.  The Forum encourages  General members to attain Associate or Professional membership through NCMTA certification or other available opportunities. 

          (d)  Supporting Members.   A Supporting member is an individual who supports the goals and mission of the Charlotte Piano Teachers Forum, but is not a piano teacher.

          (e)  Honorary Members . Honorary membership may be conferred by unanimous vote of the Executive Board upon  members or non-members whose service to the Forum is deemed meritorious.  An Honorary member shall have all privileges of membership without the responsibilities (including payment of annual dues).

     Section 2  Dues and Fees.  All members, with the exception of Honorary members, shall pay annual dues by June 15th for the current fiscal year  (May 1- April 30) or be dropped from membership in the Forum.  The Assistant Treasurer shall notify all current members of the amount and deadline for paying annual dues.  The amount of annual dues, membership application fee and membership reinstatement fee shall be listed in the Forum's Standing Rules, Part 1.

    Section 3.  Application for Membership.   Application for membership in the Forum shall be submitted in writing with the application fee to the Membership Committee chairperson.  At the discretion of the Memberhip Committee, a transcript may be required. Applicants shall be reviewed by the Executive Board and shall require unanimous vote for acceptance. No applications will be presented to the Executive Board for consideration unless the application fee has been submitted. An elected applicant shall be delared a member of the Forum upon payment of annual dues.

   Section 4.  Reinstatement of Membership. A forner Forum member, whose membership has been expired for no more than five (5) years, shall be reinstated upon payment of current dues and a reinstatement fee. A former Forum member, whose membership has been expired for more than five (5) years, shall go through the same application process as a new member.

  Section 5.  Change in Membership Designation Any Forum member seeking to upgrade his/her membership designation, should submit a letter to the Membership Committee, outlining the relevant changes in qualifications. Upon approval by the Membership Committee, the request should then be approved by the Executive Board.

  Section 6. Membership Lists  Professional, Associate, General, Supporting and Honorary members of the Forum shall be so disignated on all Forum membership rolls and lists.  Members of the Forum who have been certified by the North Carolina Music Teachers Association and the Music Teachers National Association shall be so designated on all Forum membership rolls and lists. 

                                              ARTICLE IV - EXECUTIVE BOARD 

    Section 1.  Members.  The elected and appointed officers of the Forum and the chairperson of each standing committee shall constitute the Executive Board.  The President shall serve as the chairperson of the Executive Board.

   Section 2.  Function.  The Executive Board shall have general supervision of the affairs of the Forum with power to make recommendations to the Forum membership, act on all matters of the Forum not reserved by these Bylaws, for action by the Forum membership, and perform such other duties as are specified in these Bylaws.


                                          ARTICLE V – OFFICERS

   Section 1.  Officers.  The elected officers of the Forum shall be: President, First Vice-President, Second Vice-President, Recording Secretary, Corresponding Secretary, Treasurer and Assistant Treasurer. The appointed officers shall be: Historian, Parliamentarian and Chaplain.

  Section 2.  Nominations and Elections.  The Nominating Committee shall nominate a candidate for each office at the annual meeting of the Forum membership after being assured by the member that the duties are understood and the office would be accepted if elected.  After accepting any nominations from the floor, the election shall proceed by ballot and a majority of votes cast by those members present shall contitute an election.  When there is but one candidate for each office, election by ballot may be waived by the President and the election conducted by accamation.

  Section 3.  Term of Office   The elected and appointed officers and committee chairpersons shall be installed at the May meeting of the Forum and shall begin their terms of office immediately after the close of the May meeting.  

  Section 4.  Removal. An elected or appointed officer of the Forum may be removed by the Executive Board with or without cause at a meeting at which a quorum is present by a majority vote of the members of such body present and voting.

  Section 5.  Resignation. An officer may resign at any time by communicating such resignation to the President of the Forum, or in the case of the President's resignation, to the First Vice President.  A resignation is effected when it is communicated unless it specifies in writing a later effective date.

  Section 6.  Vacancies. Vacancies among the offices of the Forum shall be filled as soon as practicable by the President withe the approval of the Executive Board.

  Section 7.  Duties.
      (a) President.  The President shall be Chairman of the Executive Board and Executive Committee; preside at all meetingsof the Forum membership, the Executive Board and the Executive Committee; appoint Historian, Parliamentarian, Chaplain and a chairperson for each of the Standing Committees, except the Nominating Committee, after being assured by the member that duties are understood and responsibilities would be accepted if appointed.  The President shall: be, ex-officio, a member of all committees except the Nominating Committee; fill vacancies occurring in office, with the approval of the Executive Board; make a report of the Executive Board to the Forum with its recommendations for adoption; present an annual report of the year’s work to the Forum membership at the annual meeting; in the absence of the Treasurer, sign all checks; and perform such other duties incident to the office.

     (b)  First Vice President . The First Vice President shall assist the President in the general conduct of the work of the Forum; shall, in the absence of the President, perform all the duties of the office; upon resignation or removal of the President, shall become President, and hold office through the unexpired term of the former President; shall serve as Chairman of the Membership Committee.
                                   
    (c)  Second Vice President. The Second Vice President shall perform the duties of the President in the absence of both the President and First Vice President; in case of the resignation or removal of the First Vice President, shall become First Vice President, and shall hold office through the unexpired term of the former President or First Vice President; shall serve as Chairman of the Program Committee.

    (d) Recording Secretary.  The Recording Secretary shall: write and disseminate minutes of the meetings of the Forum membership, Executive Board and Executive Committee, including the number of members, number of guests at each meeting and  quote the exact word of motions; make and disseminate four copies of such minutes (one each for the Book of Minutes, The President, The Historian, and the fireproof file cabinet); have at every meeting a current copy of the Bylaws and Standing Rules; in the absence of the President and Vice Presidents at a meeting of the Forum membership, call the meeting to order and preside until the election of an acting  chairperson.

    (e)  Corresponding Secretary. The Corresponding Secretary shall conduct the correspondence of the Forum and the Executive Board as requested by the President.

     f)  Treasurer.  The Treasurer shall: control and account for the funds of the Forum and authorize payments only on the order of the Executive Board; use no money from a fund established for a specific cause for any other purpose; sign all checks; keep detailed records to show sources of funds and how disbursed; render quarterly reports to the Executive Board and the Forum membership, and a previously audited annual report at the May meeting, which shall be included in the Yearbook; and be a member ,but not chairprerson,  of the Finance Committee; receive dues and membership forms; forward membership forms to the Newsletter and Yearbook Committee Chairs; and notify members whose dues are in arrears. Upon nomination and election, the  Treasurer may serve for an indefinite number of consecutive terms and an annual honorarium of $200.00 shall be attached.
    
     (g) Assistant Treasurer.  The Assistant Treasurer shall assist the Treasurer when needed; shall, in the absence of the Treasurer, perform all duties of the office except the signing of checks;  disseminate an annual membership renewal form; notify members of the amount and deadline for paying annual dues,  and shall serve on the Membership Committee.

      (h)  Historian . The Historian shall: receive annual reports of Officers and Committees; write a complete narrative history annually, typed on no-tear paper to be kept in a substantial ringed binder, and file a copy in the fireproof cabinet; display the scrap book at least four times each year at Forum meetings in a convenient place for members to see and study; and maintain a file of Yearbooks and Recital Programs.

     (i) Parliamentarian . The Parliamentarian shall: see that all business is conducted in accordance with parliamentary law; be versed in the rules and procedures of parliamentary law; and when needed, advise the presiding officer on questions of procedure in transacting the business of the assembly legally, efficiently, and impartially; and serve on the Bylaws Committee.

     (j)  Chaplain. The Chaplain shall open the meetings of the Forum membership with an Invocation and the Executive Board with a brief Devotion, and install newly elected officers at the next meeting of the Fourm membership following their election.


    ARTICLE VI - COMMITTEES

     Section 1.  Standing Committees.  The standing committes of the Forum shall be the Executive, Finance, Nominating, and such other committees as are established  by the Standing Rules of the Forum. Except to the extent provided in these Bylaws or the Standing Rules, the President of the Forum shall appoint a chairperson for each of the standing committees and each chairperson shall appoint members ot serve on the standing committeee which they chair.  Except as may be approved by the membership or provided in the Standing Rules, the President may appoint only persons who are members of the Forum to chair a standing committee and the committee shairpersons may appoint only persons who are members of the Forum to serve on a standing committee.  The President shall be notified of all standing committee meetings except meetings of the Nominating Committee.

     Section 2.  Executive Committee. The Executive Committee shall be composed of the President, a Vice President, Recording Secretary, a Treasurer, and the chairperson of any one of the standing committees.  The President of the Forum shall be the chairperson of the Executive Committee. The Committee shall serve and take action between meetings of the Executive Board in case of an emergency, but cannot modify any action taken by the Executive Board.  The chairperson of the Executive Committeee shall report the committee's action at the following meeting of the Executive Board for ratification.

     Section 3.  Finance Committee. The Finance Committee composed of five (5) members including the Treasurer (who shall not be the chairperson) shall study the financial needs of the Forum; shall prepare a proposed budget for the fiscal year beginning on May 1st, present the proposed budget to the Executive Board for approval at the March meeting, submit a copy for publication in the newsletter prior to the annual meeting, and present the proposed budget to the Forum for adoption at the April meeting.  The budget shall be sent to the Yearbook chairperson by June 15th for printing in the Yearbook. 

     Section 4.  Nominating Committee. The Nominating Committee composed of five members shall be elected by the Executive Board at its summer meeting.  The committee shall elect its chairperson; shall through the year appraise the qualifications of the members; and nominate a candidate for each office at the annual meeting, after being assured by the member that the duties are understood and the office would be accepted if elected. THIS COMMITTEE MUST MEET IN PERSON AT THE INITIAL MEETING OF OFFICER SELECTION.  

     Section 5.  Special Committees. The President, the Executive Board or the Forum membership may establish from time to time other committees as deemed necessary to carry on the work of the Forum. The individual or body establishing a special committee shall appoint a committee chairperson and members (none of whom are required to be members of the Forum) to serve on the committee, enumerate the duties of the committee, and establish the duration of the committee's existence.  The President shall be notified of all special committee meetings.


ARTICLE VII – MEETINGS AND ACTIONS

     Section 1. Regular Meetings. The September Meeting shall be the Friday  AFTER Labor Day. All other meetings of the Forum shall be held on the first Friday of each month from October through May.  Members of the Executive Board and the Forum membership may request other necessary exceptions.  Business may be conducted at any meeting.  The April meeting shall be the Annual Meeting and shall be for the purpose of electing officers, receiving reports of officers and committees (with the exception of the annual financial report which is presented by the Treasurer at the May meeting), and for any other business that may arise.

ARTICLE VIII – INDEMNIFICATION 

     Section 1.  General Policy Any person who at any time serves or has served on behalf of the Forum shall have a right to be indemnified by the Forum to the fullest extent permitted by law against (a) reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with any threatened, pending, or completed action, suit, or proceedings, whether civil, criminal, administrative, or investigative, and whether or not brought by or on behalf of the Forum, seeking to hold such person liable by reason of the fact that such person is or was acting in such capacity, and (b) reasonable payments made by such person in satisfaction of any judgment, moneyd decree, fine, penalty, or settlement for which such person may have become liable in any such action, suit or proceeding.  The foregoing notwithstanding, no such person who is or was acting as an officer, employee, of agent of the Forum, shall be indemnified by the Forum if in any proceeding such person is adjudged liable to the Forum; unless suck person acted in good faith, reasonable believed that the actions were in the best interest of the Forum, and had no reason to believe that the actions were unlawful. 

     Section 2.  Use of Forum Funds . The expense referred to in (a) of Section 1 above may be paid by the Forum in advance of the final disposition of the action, suit or proceeding, as authorized by the Executive Board in the specific case, upon receipt of an undertaking by or on behalf of the individual to repay such amount unless it shall be ultimately determined that such person is entitled to be indemnified by the Forum.  The use of funds of the Forum for indemnification or for the purshase and maintenance of insurance for the benefir of the persons designated pursuant to this Article shall be deemed a proper expense of the Forum.

     The Executive Board shall take all such action as may be necessary and appropriate to authorize the Forum to pay the indemnification required by this Bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of  indemnity due such person.

     Section 3.  Board Authorization Required  Notwithstanding the foregoing sections of this Article, no person shall be entitled to indemnification under this Article unless such indemnification is either (a) required by law, or (b) permitted by law and expressly authorized or approved by the Executive Board pursuant to the provisions of the North Carolina Nonprofit Corporation Act.

     Section 4.  Reliance.   Any person who at any time after the adoption of this Bylaw serves or has served in any of the aforesaid capacities for or on behalf of the Forum shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided  herein.  Such right shall inure to the benefir of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Bylaw.

ARTICLE IX – GENERAL PROVISIONS


     Section 1. The elected and appointed officers and chairmen of standing committees shall constitute the Executive Board.

     Section 3. Unless otherwise ordered by the Board, regular meetings of the Executive Board shall be on the first Friday of each month from September to June inclusive. When there is no business to come before the Board at a specific monthly meeting, the President may cancel that meeting and shall notify all members.  There shall be a minimum of five meetings of the Executive Board during the year.  Extra meetings of the Board can be called by the President and shall be called upon the written request of three (3) members of the Board.



ARTICLE X – EXECUTIVE COMMITTEE

ARTICLE XI – GENERAL PROVISIONS


     Section 1. Contracts. The Forum membership or the Executive Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Forum, and such authority may be general in nature or confined to specific instances.

     Section 2.  Loans.   No loans shall be contracted  on behalf of the Forum and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Board.  Such authority shall be confined to a specific loan and shall not be general in nature.

     Section 3. Checks and Drafts.  All checks, drafts or other orders for the payment of money, issued in the name of the Forum, shall be signed by the Treasurer or the President as provided by these Bylaws, or such other officer or officers and in such manner as ashall from time to time be determined by the Executive Board.  

     Section 4.  Deposits. All funds of the Forum not otherwise employed shall be deposited from time to time to the credit of the Forum in such depositories as the Executive Board may select.

     Section 5.  Seal.  The corporate seal of the Forum shall consist of two concentric circles between which is the name of the Forum and in the center of which is inscribed SEAL; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the Forum.

     Section 6.  Fiscal Year. The fiscal year of the Forum shall be from May 1st to April 30th.

     Section 7.  Standing Rules.   The Forum membership shall adopt, and from time to time amend as it deems necessary and appropriate, standing rules not inconsistent with the terms and provisions of these Bylaws regarding the conduct of Forum business; and programs, and the duties of the standing committees not established by these Bylaws.

     Section 8.  Books and Records. The Forum shall keep correct and complete books and records of all financial accounts and shall keep minutes of all meetings.

     Section 9.  Amendments. Except as otherwise provided herein or by law, these Bylaws may be amanded at a meeting of the Forum membership at which a quorum is present by a two-thirds vote of the members present and voting, providing that such proposed amendment is introduced at the previous meeting and the membership has been notified in writing (including an electronic means of writing such as e-mail)  of the proposed amendment no less than 5 days prior to the date of the meeting at which such proposed amendment is to be considered.  Before a proposed amendment may be submitted to the Forum membership for approval, such amendment must be proposed by a standing committee, reviewed and approved by the Bylaws Committee for form and consistency with the Bylaws (if proposed by a standing committee other than the Bylaws Committee), and approved by the Executive Board for presentation to the Forum membership.
 
       Bylaws History:  Amended and Restated December 3, 2004