Bylaws of

The Advocates for Music Therapy Education, Inc.

A Nonprofit Organization

Article I. Name and Composition

Section 1. The name of the organization is The Advocates for Music Therapy Education, Inc. hereinafter referred to as AMTE. It is a nonprofit organization incorporated under the laws of the State of Michigan.

Article II. Purposes and Goals

Section 1. Mission statement: Believing that music therapy is an effective and valid research-based modality of treatment in the allied health care services, reaching many individuals and groups with a variety of needs, and desiring to continue high-caliber, research-based educational programs that train future music therapists, this organization is dedicated to achieving the following goals:

Section 2. The purpose is carried out in a nonpartisan, nonsectarian manner, with equal opportunity being given to all, regardless of race, religion, gender, disability, age, veteran status, sexual orientation, ethnicity, or national origin.

Section 3. The goals of AMTE are those which support music therapy most effectively in restoring, maintaining, and improving the mental and physical health of all persons.

Article III. Membership

Section 1. Membership in AMTE is of three classes: Advocate, Donor, and Affiliate.

Section 2. Advocate membership is open to any person who supports the purposes of AMTE. Advocate membership is activated by a request to be placed on the Advocate Member listing. Advocate members will be listed until such time that the member requests to be removed from the listing. Each Advocate Member is responsible for informing AMTE of his or her current contact information. Privileges of membership include the receipt of periodic communications from the organization, participation in fact-finding polls, the right to voice viewpoints to the Board of Directors, and the right to hold positions on the Board or committees of the organization.

Section 3. Donor membership is open to individuals, organizations, institutions, business firms, or foundations contributing substantial sums to AMTE. These sums may be used by AMTE for endowments or special projects as designated by the donor with the approval of the Board of Directors. Donor membership may be assigned to a person designated by the organization, institution, firm, or foundation from which the funds are received. AMTE will confer upon that person the rights and privileges of Advocate membership. The Board of Directors may establish levels and standards for contributions.

Section 4. Affiliate membership is open to any organization interested in supporting the aims, objectives, and purposes of AMTE. Affiliate membership is activated by a written statement of support of the purposes of AMTE and a request to be placed on the Affiliate Member listing. Rights and privileges for the person assigned as a designee of an organization are the same as those for Advocate membership.

Section 5. There are no dues or fees for any membership category. However, contributions of any amount will be accepted by AMTE for financing the operations of the organization and/or supporting its purposes.

Article IV. Board of Directors

Section 1. The Board of Directors is responsible for the overall management of AMTE and all final management decisions of the organization. The Board of Directors also determines the long-range goals and objectives of the organization, transacts its general business, prepares an annual budget, is responsible for the control and expenditure of its funds, and is empowered to appoint assistants to any officer of AMTE. Board members receive no compensation other than reasonable expenses approved by the Board.

Section 2. The Board of Directors consists of a minimum of six and a maximum of thirteen voting members: up to four student members (graduate or undergraduate), up to seven music therapy professionals (alumni or faculty holding an MT-BC credential or music therapy degree), and up to three members of the public (non-music therapists, e.g., members of other health care professions, citizens with disabilities, parents or advocates of the disabled, etc.). The Archivist, Membership Chair, and all committee chairs will be ex officio members without the right to vote.

Section 3. Term of service on the Board of Directors is 3 years. Terms will be staggered so that, at most, 5 new members will be elected each year.

Section 4. The agenda for Board of Directors meetings is prepared by the Chair and submitted to the Board of Directors at least 2 weeks prior to the meeting date.

Section 5. An Executive Committee of the Board of Directors consisting of the Chair, Vice-Chair, Secretary, and Treasurer is charged with transacting time-sensitive business in the name of the Board of Directors and reporting such transactions to the Board.

Section 6. Election procedures and vacancies: During the last quarter of each fiscal year the Board shall elect, by majority vote, Directors to fill the vacancies of those whose terms will expire at the end of the fiscal year. The election will occur during a scheduled meeting of the Board at which a quorum is present. Mid-term vacancies will be filled by an appointment by the Chair with majority approval by the Board. Nominations for Board positions will be submitted by board members prior to the election.

Section 7. Resignation from the Board must be in writing and received by the secretary. A member may be removed from the Board for excess absences or other serious cause by a three-fourths vote of the remaining Directors.

Article V. Officers and Duties

Section 1. The officers of the Board of Directors will be elective and appointive.

Section 2. The elective officers of the Board are: Chair, Vice-Chair, Secretary, and Treasurer. The elective officers are selected by a by majority vote on a secret ballot of the Board of Directors. The regular term of office for all officers commences July 1. During the interim between their election to office and their assumption of that office, the newly elected officers are expected to contact the outgoing officers and to become fully apprised of the events and information associated with the office. Retiring officers will surrender all records related to their offices to their successors by the first day of the new officers’ terms of office.

Section 3. Elective officers serve for a term of one year, may serve for up to two successive terms of office. They may be reelected to that office after an intervening period of at least one year.

Section 4. The appointive officers of the organization are the Archivist and the Membership Chair, who are appointed by the Chair with the approval of the Board of Directors during the first month following the elections. The Archivist and Membership Chair will assume office on July 1 when the incoming, or appointing, Chair assumes office. The appointive officers will surrender all records relating to the office to the successor within 30 days of the new appointment.

Section 5. Appointive officers serve for a term of 1 year, or until the next election, at the pleasure of the Chair and the Board of Directors. These officers may be held over from the tenure of one Chair to the next, but must be reappointed by the incoming Chair. These appointments will be re-approved by the incoming Board of Directors.

Section 6. The Chair calls and presides at meetings of the Board of Directors and appoints, with approval of the Board of Directors, all appointive officers, the chairpersons of the standing committees, and all special committees. The Chair holds ex-officio membership on all committees and performs other duties implied by the title. A vacancy in the office of the Chair is filled by the Vice-Chair. The subsequent order of succession to the Chair is Secretary and Treasurer.

Section 7. The duties of the Vice-Chair are to assist the Chair as requested, and to assume all duties of the Chair in case of resignation, disability, or absence of the Chair. In addition, the Vice-Chair studies the Bylaws and related literature for the purpose of proposing revisions to these documents where such revisions are necessary to keep the documents current and responsive to the aims, objectives, and purposes of AMTE.

Section 8. The treasurer is entrusted with the custody and supervision of the financial affairs of the organization, as directed by the Board of Directors. The treasurer reports the financial status of the organization at each Board meeting, or whenever otherwise requested by the Board, and assists in the preparation of the budget. The treasurer also oversees the preparation, interpretation, and presentation of financial information and the annual budget to the public at the direction of the Board of Directors.

Section 9. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and agenda to each Board member, and assuring that corporate records are maintained. The Secretary will maintain and monitor the electronic media used by AMTE (e.g., web page, face book, e-mail) and report the contents and activity to the Board.

Section 10. The Archivist is entrusted with the collection and preservation of the historical materials of AMTE, including both hard copy and electronic documents. The location of the archives will be determined by the Board of Directors based on recommendations from the Archivist.

Section 11. The Membership Chair will maintain, update, and monitor the membership lists for AMTE. The Membership Chair will also develop and recommend to the Board strategies for building the lists in all categories and enhancing services to members. The Membership Chair will work closely with the Secretary and Archivist in the management of the organization's electronic media.

Article VI. Committees

Section 1. AMTE has two standing committees, the Fund Raising Committee and the Grants Committee, each with a chair and 3-5 members appointed by the Chair with Board approval. Each standing committee will be comprised of at least one member of the Board of Directors. The committees will carry out their functions with the approval of the Board of Directors.

a. The Fund Raising Committee will develop strategies, and materials for generating funds for general operations and for building an endowment fund to finance major projects embarked upon by AMTE. This will include, but not be limited to, the identifying, seeking, and contacting of donors and constituencies who may have a common interest in the goals of AMTE.

b. The Grants Committee will explore sources and strategies for obtaining grants to fund major projects of AMTE. The committee will implement such strategies in consultation with the Board of Directors.

Section 2. Special committees and their chairpersons may be appointed by the Chair, with the approval of the Board of Directors, to perform only such duties as may be authorized. Special committees shall terminate upon completion of their appointed duties but no later than one year after their appointment. Special committees will be comprised of at least one member of the Board of Directors and a sufficient number of other persons having membership in AMTE as approved by the Board of Directors to accomplish the objectives of the special committee.

Article VII. Meetings

Section 1. The Board of Directors meets at least twice each year, with at least 3 weeks written notice prior to the meeting. Additional meetings can be called at request of the Chair or by one-third of the Board members.

Section 2. Meetings of standing or other committees may be called at any time by their respective chairpersons. Notice of the time and place of special meetings shall be given at least five days before the meeting.

Section 3. The Board of Directors may take action without a meeting, provided such action is taken by way of signed written consent by a majority of voting members of the Board. Such action may be taken only after a written statement in which the action is described has been sent to all members of the Board.

Article VIII. Quorum

Section 1. Eight voting members of the Board of Directors, three of whom must be officers, constitutes a quorum for a Board of Directors meeting.

Section 2. Any one or more members may participate in a Board or committee meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting pursuant to this bylaw will constitute being present at such meeting.

Section 3. The attendance of a director at a Board meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In addition, the director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.

Section 4. Any action required or permitted to be taken pursuant to authorization of the board may be taken without a meeting if, before or after the action, all directors consent to the action in writing. Written consents shall be filed with the minutes of the Board’s proceeding.

Article IX. Corporate Document Procedure

Section 1. All corporate documents (including agreements, insurance and annuity contracts, qualified and nonqualified deferred compensation plans, checks, notes, disbursements, loans, and other debt obligations) shall not be signed by any officer, designated agent, or attorney-in-fact unless authorized by the Board or by these bylaws.

Article X. Indemnification

Section 1. Subject to all of the other provisions of this article, the corporation shall indemnify any person who was or is a party, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the corporation). Such indemnification shall apply only to a person who was or is a director or officer of the corporation. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.

Section 2. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 1 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.

Section 3. The right to indemnification conferred in this article shall be a contract right and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person’s capacity as a director or officer. Except as provided in section 2. of this article, the corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board.

Section 4. Indemnification under section 1. of this article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case. The corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 1. Such determination shall be made in any of the following ways:

(a) By a majority vote of a quorum of the Board consisting of directors who were not parties to such action, suit, or proceeding.

(b) If the quorum described in clause (a) above is not obtainable, then by a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors.

(c) By independent legal counsel in a written opinion.

Section 5. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 1 or 2 of this article may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding, on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the corporation. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made, but need not be secured.

Section 6. The total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

Section 7. The corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the corporation.

Section 8. The indemnification provided in this article continues for a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.

Section 9. The corporation may purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, employee, or agent of the corporation, or (b) was or is serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Such insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify against such liability under this article or the laws of the state of Michigan.

Section 10. If there are any changes in the Michigan statutory provisions applicable to the corporation and relating to the subject matter of this article, then the indemnification to which any person shall be entitled shall be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide before any such change.

Article XI. The fiscal year of AMTE is July 1 to June 30.

Article XII. Parliamentary Authority

Section 1. The current edition of Roberts Rules of Order Newly Revised is the authority for all questions of parliamentary procedure not covered by these bylaws.

Article XIII. Amendments

Section 1. These bylaws may be amended when necessary by a two-thirds majority of the Board of Directors at a scheduled board meeting where a quorum is present. Proposed amendments must be submitted to the board in writing at least two weeks before the vote will be taken.

Adopted July 22, 2009

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