Articles of Incorporation and Bylaws
Articles of Incorporation
Preamble
The first constitution was adopted on June 24th, 2020.
These Articles of Incorporation and Bylaws govern the affairs of the Louisiana Music Adjudicators Association, a nonprofit corporation (herein, the “LMAA”).
ARTICLE 1 — Name
The name of this corporation is Louisiana Music Adjudicators Association.
ARTICLE 2 — Registered Office Address
The location and post office of its registered shall be the LMAA Board of Directors, Office of the Executive Secretary. The Corporation may have such other offices, in Louisiana or elsewhere, as the Board of Directors may determine. The Board may change the location of any office of the Corporation.
ARTICLE 3 — Registered Agent
The full title of the Registered Agent is Joseph Nassar. 39414 Madison Ave., Prairieville, LA 70769. The Corporation will maintain a registered office and registered agent in Louisiana. The registered office may, but need not, be identical with the Corporation's principal office in Louisiana. The Board may change the registered office and the registered agent as permitted in the Louisiana Business Organizations Code.
ARTICLE 4 — Purpose
The purposes of the Corporation are to (i) to organize and administer adjudication training for music educators for the purpose of consistency, education, and pedagogy (ii) to provide a common meeting forum and clearinghouse for an exchange of ideas and methods that will stimulate professional growth and advance the standard of musical and educational achievements for music directors in the state, (iii) to cooperate with existing associations whose purpose is the betterment of music education.
The Corporation shall not be conducted or operated for profit and no part of the net earnings of the Corporation shall inure to the benefit of any individual, nor shall any of the profits or assets of the Corporation be used other than for the purposes of the Corporation.
ARTICLE 5 — Capital Stock: Assessments
This Corporation shall be a nonprofit corporation and shall have no capital stock. It shall be operated and maintained by such dues and assessments as the Board of Directors shall determine to be necessary or acceptable for the proper functioning of the Corporation. As set forth in Article 4, under no circumstances shall any of the net earnings or assets of the Corporation inure or be distributed to the benefit of its members, directors, 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 for the purposes set forth in Article 4 hereof.
ARTICLE 6 — Exemptions Requirements
At all times the following shall operate as conditions restricting the operations and activities of the Corporation:
ARTICLE 7 — Duration/Dissolution
The duration of the corporate existence shall be perpetual. In the event of liquidation, dissolution, or winding up of the Corporation, whether voluntary, involuntary, or by the operation of law, the property or other assets of the Corporation remaining after the payment, satisfaction, and discharge of liabilities or obligations, 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 parish 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 8 — Members
The corporation will have members.
ARTICLE 9 — Officers at Time of Incorporation
Katie Codina, President Jessica Fain, President-Elect/Secretary
Metairie, LA 70001 Alexandria, LA 71303
Brett Babineaux, Past President Bill Brent, Executive Secretary
Lafayette, LA 70508 Natchitoches, LA 71457
Joseph Nassar, Vice President-Concert Band Scotty Walker, ex-officio, LMEA President
Prairieville, LA 70769 Lafayette, LA 70506
William Gleason, committee member Craig Millet, committee member
Youngsville, LA 70592 Gonzales, LA 70737
IN WITNESS WHEREOF, I have subscribed my name this 24th day of June, 2020.
/s/Joseph Nassar, Incorporator
/s/Bill Brent, Incorporator
The first constitution was adopted on June 24th, 2020.
These Articles of Incorporation and Bylaws govern the affairs of the Louisiana Music Adjudicators Association, a nonprofit corporation (herein, the “LMAA”).
ARTICLE 1 — Name
The name of this corporation is Louisiana Music Adjudicators Association.
ARTICLE 2 — Registered Office Address
The location and post office of its registered shall be the LMAA Board of Directors, Office of the Executive Secretary. The Corporation may have such other offices, in Louisiana or elsewhere, as the Board of Directors may determine. The Board may change the location of any office of the Corporation.
ARTICLE 3 — Registered Agent
The full title of the Registered Agent is Joseph Nassar. 39414 Madison Ave., Prairieville, LA 70769. The Corporation will maintain a registered office and registered agent in Louisiana. The registered office may, but need not, be identical with the Corporation's principal office in Louisiana. The Board may change the registered office and the registered agent as permitted in the Louisiana Business Organizations Code.
ARTICLE 4 — Purpose
The purposes of the Corporation are to (i) to organize and administer adjudication training for music educators for the purpose of consistency, education, and pedagogy (ii) to provide a common meeting forum and clearinghouse for an exchange of ideas and methods that will stimulate professional growth and advance the standard of musical and educational achievements for music directors in the state, (iii) to cooperate with existing associations whose purpose is the betterment of music education.
The Corporation shall not be conducted or operated for profit and no part of the net earnings of the Corporation shall inure to the benefit of any individual, nor shall any of the profits or assets of the Corporation be used other than for the purposes of the Corporation.
ARTICLE 5 — Capital Stock: Assessments
This Corporation shall be a nonprofit corporation and shall have no capital stock. It shall be operated and maintained by such dues and assessments as the Board of Directors shall determine to be necessary or acceptable for the proper functioning of the Corporation. As set forth in Article 4, under no circumstances shall any of the net earnings or assets of the Corporation inure or be distributed to the benefit of its members, directors, 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 for the purposes set forth in Article 4 hereof.
ARTICLE 6 — Exemptions Requirements
At all times the following shall operate as conditions restricting the operations and activities of the Corporation:
- 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 7 — Duration/Dissolution
The duration of the corporate existence shall be perpetual. In the event of liquidation, dissolution, or winding up of the Corporation, whether voluntary, involuntary, or by the operation of law, the property or other assets of the Corporation remaining after the payment, satisfaction, and discharge of liabilities or obligations, 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 parish 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 8 — Members
The corporation will have members.
ARTICLE 9 — Officers at Time of Incorporation
Katie Codina, President Jessica Fain, President-Elect/Secretary
Metairie, LA 70001 Alexandria, LA 71303
Brett Babineaux, Past President Bill Brent, Executive Secretary
Lafayette, LA 70508 Natchitoches, LA 71457
Joseph Nassar, Vice President-Concert Band Scotty Walker, ex-officio, LMEA President
Prairieville, LA 70769 Lafayette, LA 70506
William Gleason, committee member Craig Millet, committee member
Youngsville, LA 70592 Gonzales, LA 70737
IN WITNESS WHEREOF, I have subscribed my name this 24th day of June, 2020.
/s/Joseph Nassar, Incorporator
/s/Bill Brent, Incorporator
Bylaws
ARTICLE 1
MEMBERS
Classes of Members
Section 1.1. The Corporation will have three (3) classes of members: Active Members, Charter Members, and Honorary Members. Description of the classes of membership are as follows:
Admitting Members
Section 1.2. Natural persons may be admitted to membership in the Corporation by the Executive Board or a committee designated by the Executive Board to handle such matters. The committee will be made up of the following positions: President or Executive Secretary, and one additional representative from each division (minimum of three people). The committee will then present qualified members to the Board for final approval. An affirmative vote of the majority of the Board present and voting is required for admitting any applicant who meets the membership qualifications then in effect.
Membership Fees and Dues
Section 1.3. The Board of Directors may set and change the amount of an application fee, if any, and the annual dues payable to the Corporation by members of each class. Dues are payable in advance on the first day of each calendar year to the Executive Secretary and properly receipted.
Voting Rights
Section 1.4. Each Active Member is entitled to one vote on each matter submitted to a vote of the members.
ARTICLE 2
Sanctioning, Suspending, or Terminating Members
Section 2.1. The Board may impose reasonable sanctions on a member, or suspend or expel a member from the Corporation, for good and proper cause by a majority vote of the Board of Directors after a hearing.
Resignation
Section 2.2. Any member may resign from the Corporation by submitting a written resignation to the secretary. The resignation need not be accepted by the Corporation to be effective. A member's resignation will not relieve him or her of any obligations to pay any dues, assessments, or other charges that had accrued and were unpaid before the effective date of the resignation.
Reinstatement
Section 2.3. A former member may submit a written request for reinstatement of membership. The Board or a committee designated by the Board to handle the matter may reinstate membership on any reasonable terms that the Board or committee deems appropriate.
Transferring Membership
Section 2.4. Membership in the Corporation is not transferable or assignable. Membership terminates when the Corporation dissolves or a member dies. Membership is not a property right that may be transferred after a member dies.
Waiving Interest in Corporate Property
Section 2.5. The Corporation owns all real and personal property acquired by the Corporation, including all improvements located on the property. A member has no interest in specific property of the Corporation. Each member waives the right to require partition of all or part of the Corporation's property.
ARTICLE 3
MEETINGS OF MEMBERS
Annual Members’ Meeting
Section 3.1. The Board will hold an annual members' meeting. At the annual meeting, the members will elect directors and transact any other business that may come before the meeting. If, in any year, the election of directors is not held on the day designated for the annual meeting, the Board will call a special meeting of the members, as soon as possible, to elect directors. The President may call a meeting of the Board of Directors or the membership any time the need arises.
Special Members’ Meetings
Section 3.2. Special meetings may be called by the President or the Board, and must include no less than one-sixth of the voting members.
Place of Members’ Meeting
Section 3.3. The Board may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board.
Notice of Members’ Meetings
Section 3.4. Written or printed notice of any members' meeting, not including the annual meeting, will be delivered to each member entitled to vote at least ten (10) days prior to the date of the meeting. Notice will be given by or at the direction of the president or secretary, or the officers or persons calling the meeting.
Eligibility to Vote at Members' Meetings
Section 3.5. A member in good standing is entitled to vote at a meeting of the members of the corporation. A member in good standing is one who has paid all required fees and dues and is not suspended as of the date the meeting.
Quorum at Members’ Meetings
Section 3.6. In all meetings of the general membership, more than fifty percent of the active members including two Executive Board Members present will constitute a quorum for the transaction of business.
Proxies at Members’ Meetings
Section 3.7. A member may not vote by proxy.
ARTICLE 4
BOARD OF DIRECTORS
Management of Corporation
Section 4.1. The Board will manage corporate affairs. The Board of Directors shall promote and support the interests of the membership, the Board and professional activities of this organization.
Parliamentary Authority
Section 4.2. The rules contained with the current edition of the Robert’s Rules of Order shall govern this Association in all cases to which they are applicable, and to which they are most consistent with the Constitution or these Bylaws.
Number of Directors
Section 4.3. The number of Directors will be a number determined by the Board that is not less than five (5) and not greater than ten (10). Directors will be members of the Corporation and will serve as the Officers of the Corporation.
Offices of Directors
Section 4.4.
Tenure and Qualifications of Directors
Section 4.5.
Section 4.6. The Corporation's Executive officers will be Immediate Past President, President, President Elect, and Executive Secretary.
Nominating Directors
Section 4.7. At any meeting at which the election of a director is held, a voting member in good standing may nominate a person with the second of any other voting member in good standing. In addition to nominations made at meetings, a nominating committee will consider possible nominees and make nominations for each election of directors. The nomination shall be for President-Elect, Secretary, and Vice-Presidents. The Executive Secretary will include the names nominated by that committee, and any report of the committee, with the notice of the meeting at which the election occurs.
Electing Directors
Section 4.8. A person who meets the qualifications for office and who has been duly nominated may be elected as a director. Each director will hold office until a successor is elected and qualifies, or until he/she assumes the office of President or Immediate Past-President. Directors will be elected at the annual meeting of the members by a majority vote.
Vacancies
Section 4.9. The President shall have the authority to fill, by appointment and with Board approval, any vacancy on the Board of Directors. A director selected to fill a vacancy will serve for the unexpired term of his or her predecessor in office.
Annual Board Meeting
Section 4.10. The annual Board meeting will be held at the same place as the annual members' meeting.
Regular & Special Board Meetings
Section 4.11. The Board may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held inside or outside Louisiana. No notice of regular and special Board meetings is required other than a Board resolution stating the time and place of the meetings.
Quorum at Board Meetings
Section 4.12. In all meetings of the board, more than fifty percent of the board members will constitute a quorum for the transaction of business.
Proxies at Board Meetings
Section 4.13. A board member may not vote by proxy.
Duties of Directors
Section 4.14. Directors will discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the Corporation's best interest. In this context, the term ''ordinary care'' means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on directors, directors may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that has been prepared or presented by a variety of persons, including officers and employees of the Corporation, professional advisors or experts such as accountants or legal counsel. A director is not relying on good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted. Directors are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
Duty To Avoid Improper Distributions
Section 4.15. Directors who vote for or assent to improper distributions are jointly and severally liable to the Corporation for the value of improperly distributed assets, to the extent that, as a result of the improper distribution or distributions, the corporation lacks sufficient assets to pay its debts, obligations, and liabilities. Any distribution made when the Corporation is insolvent, other than in payment of corporate debts, or any distribution that would render the Corporation insolvent, is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for payment and discharge of all known debts, obligations, and liabilities is also improper. Directors present at a Board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary of the Corporation before adjournment of the meeting in question or mailed to the secretary by registered mail immediately after adjournment. A director is not liable if, in voting for or assenting to a distribution, the director (1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the Corporation; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or a committee of the Board of which the director is not a member; (2) while acting in good faith and with ordinary care, considers the Corporation's assets to be at least that of their book value; or (3) in determining whether the Corporation made adequate provision for paying, satisfying, or discharging all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability if, in exercising ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Corporation. Directors held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.
Compensation
Section 4.16. Directors may not receive salaries for their services, with the exception of the Executive Secretary. The Board may adopt a resolution providing for paying directors a fixed sum and expenses of attendance, if any, for attending each Board meeting. A director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a director will be reasonable and commensurate with the services performed.
ARTICLE 5
COMMITTEES
Establishing Committees
Section 5.1. The Board, or President, may establish committees, delegating specified authority to a committee, and appointing or removing members of a committee. A committee will include two or more Directors and may include persons who are not Directors. If the Board delegates any of its management authority to a committee, the majority of the committee will consist of Directors. The Board may establish qualifications for membership on a committee. Establishing a committee or delegating authority to it will not relieve the Board, or any individual director, of any responsibility imposed by these Bylaws or otherwise imposed by law.
No committee has the authority of the Board to:
Term of Office
Section 5.2. Each committee member will continue to serve on the committee until the next annual members' meeting and until a successor is elected or appointed. However, a committee member's term may end earlier if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment or election made in the same manner as an original appointment or election. A person appointed or elected to fill a vacancy on a committee will serve for the unexpired portion of the terminated committee member's term.
Chair and Vice-Chair
Section 5.3. One member of each committee will be designated as the committee chair, and another member of each committee can be designated as the vice-chair. The chair and vice-chair will be appointed by the president. The chair will call and preside at all meetings of the committee. When the chair is absent, cannot act, or refuses to act, the vice-chair will perform the chair's duties. When a vice-chair acts for the chair, the vice-chair has all the powers of--and is subject to all the restrictions on--the chair.
Quorum for Committee Meetings
Section 5.4. In all committee meetings, more than fifty percent of the committee members will constitute a quorum for the transaction of business.
Proxies for Committee Meetings
Section 5.5. A committee member may not vote by proxy.
Compensation
Section 5.6. Committee members may not receive salaries for their services. The Board may adopt a resolution providing for paying committee members a fixed sum and expenses of attendance, if any, for attending each meeting of the committee. A committee member may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a committee member will be reasonable and
commensurate with the services performed.
Rules
Section 5.7. Each committee may adopt its own rules, consistent with these Bylaws or with other rules that may be adopted by the Board.
ARTICLE 6
TRANSACTIONS OF CORPORATION
Contracts
Section 6.1. The Board may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.
Deposits
Section 6.2. All the Corporation's funds will be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Board selects.
Gifts
Section 6.3. The Board may accept, on the Corporation's behalf, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board may make gifts and give charitable contributions not prohibited by these Bylaws, the articles of incorporation, state law, and provisions set out in federal tax law that must be complied with to maintain the Corporation's federal and state tax status.
Potential Conflicts of Interest
Section 6.4. The Corporation may not make any loan to a director or officer of the Corporation. A member, director, officer, or committee member of the Corporation may lend money to--and otherwise transact business with--the Corporation except as otherwise provided by these Bylaws, the articles of incorporation, and applicable law. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The Corporation may not borrow money from--or otherwise transact business with--a member, director, officer, or committee member of the Corporation unless the transaction is described fully in a legally binding instrument and is in the Corporation's best interests. The Corporation may not borrow money from--or otherwise transact business with--a member, director, officer, or committee member of the Corporation without full disclosure of all relevant facts and without the Board's or the members' approval, not including the vote of any person having a personal interest in the transaction.
Prohibited Acts
Section 6.5. As long as the Corporation exists, and except with the Board's or the members' prior approval, no member, director, officer, or committee member of the Corporation may:
ARTICLE 7
BOOKS AND RECORDS
Required Books and Records
Section 7.1. The Corporation will keep correct and complete books and records of account. The books and records include:
Inspection and Copying
Section 7.2. Any member, director, officer, or committee member of the Corporation may inspect and receive copies of all the corporate books and records required to be kept under the bylaws. Such a person may, by written request, inspect or receive copies if he or she has a proper purpose related to his or her interest in the Corporation.
Audits
Section 7.3. Any member may have an audit conducted of the Corporation's books. That member bears the expense of the audit unless the members vote to authorize payment of audit expenses. The member requesting the audit may select the accounting firm to conduct it. A member may not exercise these rights so as to subject the Corporation to an audit more than once in any fiscal year.
ARTICLE 8
FISCAL YEAR
Section 8.1. The Corporation's fiscal year of the Corporation will begin on the first day of January and end on the last day in December in each year.
ARTICLE 9
INDEMNIFICATION
Section 9.1. The Organization agrees to indemnify, defend and hold harmless the board members, its officers, directors and employees, from and against all liability, loss, cost or expense (including attorney’s fees) by reason of liability imposed upon the Organization, arising out of or related to organization’s activities, whether caused by or contributed to by the members or any other party indemnified herein, unless caused by the sole negligence of the member or any other party indemnified herein. Organization may maintain insurance, at its expense, to protect itself and any such person against any such liability, cost or expense.
ARTICLE 10
SPECIAL PROCEDURES CONCERNING MEETINGS
Meeting by Telephone or Video Conferencing
Section 10.1. The Board of Directors, and any committee of the Corporation, may hold a meeting by telephone conference-call or video conference. In all meetings held by telephone or video conference, matters must be arranged in such a manner that all persons participating in the meeting can hear each other. The notice of a meeting by telephone or video conference must state the fact that the meeting will be held as well as all other matters required to be included in the notice. A person's participating in a conference-call meeting constitutes his or her presence at the meeting.
Decision Without Meeting
Section 10.2. Any decision required or permitted to be made at a meeting of the members, Board, or any committee of the Corporation may be made without a meeting by the President, with the approval of the Executive Board. The original consents will be placed in the Corporation minute books being kept by the Secretary.
ARTICLE 11
AMENDING BYLAWS
Section 11.1. These Bylaws may be altered, amended, or repealed, by the Board of Directors with a vote 2/3 vote. New bylaws may be adopted by the Board of Directors with a 2/3 vote. The notice of any meeting at which these Bylaws are altered, amended, or repealed, or at which new bylaws are adopted will include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed.
ARTICLE 12
MISCELLANEOUS PROVISIONS
Legal Authorities Governing Construction of Bylaws
Section 12.1. These Bylaws will be construed under Louisiana law. All references in these Bylaws to statutes, regulations, or other sources of legal authority will refer to the authorities cited, or their successors, as they may be amended from time to time.
Legal Construction
Section 12.2. To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. If any bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision, and the bylaws will be construed as if they had not included the invalid, illegal, or unenforceable provision.
Headings
Section 12.3. The headings used in the bylaws are for convenience and may not be considered in construing the bylaws.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Executive Secretary of LOUISIANA MUSIC ADJUDICATORS ASSOCIATION and that these Bylaws constitute the Corporation's Bylaws. These Bylaws were duly adopted at a meeting of the Board of Directors held on
June 24, 2020.
Name: Bill Brent
Title: Executive Secretary of Corporation
MEMBERS
Classes of Members
Section 1.1. The Corporation will have three (3) classes of members: Active Members, Charter Members, and Honorary Members. Description of the classes of membership are as follows:
- ACTIVE MEMBERS.
- Qualification: In order to be considered for Active Member status in the corporation, all candidates must satisfy the following requirements:
- Successful Teaching Component:
- School music educators must have earned a Sweepstakes Award at LMEA Large Ensemble Assessment in three (3) of the past five (5) years. In the case of co-directors, the Executive Secretary will review the applicant and the Executive Board will determine if the applicant meets the criteria.
- College/university music educators, music administrators, and retired educators must have earned a Sweepstakes Award at any state MEA Assessment in at least three (3) of the last five (5) years of their last teaching experience.
- Employment in Music Education Component. A candidate must be currently employed (or retired from a position) in the State of Louisiana as either (1) a school music educator, (2) a college/university music educator, or (3) a school music administrator.
- Workshop Component. A candidate must have completed a LMAA judging workshop in the performance areas in which he or she is applying to judge.
- Successful Teaching Component:
- Maintaining Membership. To maintain active membership, members shall:
- Attend an LMAA workshop once every five (5) years.
- Maintain active membership by paying all required fees and dues.
- Re-apply for Active Membership to prove that they have continued to satisfy the qualifications as stated in Article 1 - Section A.
- Retired Members. Active Members who have retired from positions in music education or music administration may continue their membership in LMAA, with the exception of those who pursue full time careers in areas that would be considered to be a conflict of interest. Retired Members shall conform to all other components required of Active Members.
- Qualification: In order to be considered for Active Member status in the corporation, all candidates must satisfy the following requirements:
- CHARTER MEMBERS: Members whose names appear on the list of Judges at the time of adoption of the original LMAA Constitution shall be known as Charter Members and have Active Member status subject to conforming to all other requirements for Active Memberships with the exception of the annual dues.
- HONORARY MEMBERS: Any person whom LMAA wishes to honor or whose counsel is desired, and who by deeds or actions evidenced abilities and profound interest commensurate with the highest standards of LMAA, may be designated as an Honorary Member upon recommendation of the Executive Board.
Admitting Members
Section 1.2. Natural persons may be admitted to membership in the Corporation by the Executive Board or a committee designated by the Executive Board to handle such matters. The committee will be made up of the following positions: President or Executive Secretary, and one additional representative from each division (minimum of three people). The committee will then present qualified members to the Board for final approval. An affirmative vote of the majority of the Board present and voting is required for admitting any applicant who meets the membership qualifications then in effect.
Membership Fees and Dues
Section 1.3. The Board of Directors may set and change the amount of an application fee, if any, and the annual dues payable to the Corporation by members of each class. Dues are payable in advance on the first day of each calendar year to the Executive Secretary and properly receipted.
Voting Rights
Section 1.4. Each Active Member is entitled to one vote on each matter submitted to a vote of the members.
ARTICLE 2
Sanctioning, Suspending, or Terminating Members
Section 2.1. The Board may impose reasonable sanctions on a member, or suspend or expel a member from the Corporation, for good and proper cause by a majority vote of the Board of Directors after a hearing.
Resignation
Section 2.2. Any member may resign from the Corporation by submitting a written resignation to the secretary. The resignation need not be accepted by the Corporation to be effective. A member's resignation will not relieve him or her of any obligations to pay any dues, assessments, or other charges that had accrued and were unpaid before the effective date of the resignation.
Reinstatement
Section 2.3. A former member may submit a written request for reinstatement of membership. The Board or a committee designated by the Board to handle the matter may reinstate membership on any reasonable terms that the Board or committee deems appropriate.
Transferring Membership
Section 2.4. Membership in the Corporation is not transferable or assignable. Membership terminates when the Corporation dissolves or a member dies. Membership is not a property right that may be transferred after a member dies.
Waiving Interest in Corporate Property
Section 2.5. The Corporation owns all real and personal property acquired by the Corporation, including all improvements located on the property. A member has no interest in specific property of the Corporation. Each member waives the right to require partition of all or part of the Corporation's property.
ARTICLE 3
MEETINGS OF MEMBERS
Annual Members’ Meeting
Section 3.1. The Board will hold an annual members' meeting. At the annual meeting, the members will elect directors and transact any other business that may come before the meeting. If, in any year, the election of directors is not held on the day designated for the annual meeting, the Board will call a special meeting of the members, as soon as possible, to elect directors. The President may call a meeting of the Board of Directors or the membership any time the need arises.
Special Members’ Meetings
Section 3.2. Special meetings may be called by the President or the Board, and must include no less than one-sixth of the voting members.
Place of Members’ Meeting
Section 3.3. The Board may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board.
Notice of Members’ Meetings
Section 3.4. Written or printed notice of any members' meeting, not including the annual meeting, will be delivered to each member entitled to vote at least ten (10) days prior to the date of the meeting. Notice will be given by or at the direction of the president or secretary, or the officers or persons calling the meeting.
Eligibility to Vote at Members' Meetings
Section 3.5. A member in good standing is entitled to vote at a meeting of the members of the corporation. A member in good standing is one who has paid all required fees and dues and is not suspended as of the date the meeting.
Quorum at Members’ Meetings
Section 3.6. In all meetings of the general membership, more than fifty percent of the active members including two Executive Board Members present will constitute a quorum for the transaction of business.
Proxies at Members’ Meetings
Section 3.7. A member may not vote by proxy.
ARTICLE 4
BOARD OF DIRECTORS
Management of Corporation
Section 4.1. The Board will manage corporate affairs. The Board of Directors shall promote and support the interests of the membership, the Board and professional activities of this organization.
Parliamentary Authority
Section 4.2. The rules contained with the current edition of the Robert’s Rules of Order shall govern this Association in all cases to which they are applicable, and to which they are most consistent with the Constitution or these Bylaws.
Number of Directors
Section 4.3. The number of Directors will be a number determined by the Board that is not less than five (5) and not greater than ten (10). Directors will be members of the Corporation and will serve as the Officers of the Corporation.
Offices of Directors
Section 4.4.
- Director Descriptions
- Immediate Past-President. It shall be the duty of the Immediate Past President to perform all the duties of the President in the event of his absence. It shall be the duty of the Past-President to assume the office of President in the event of the resignation of the President.
- President. It shall be the duty of the President at all meetings of the Corporation and of the Board of Directors to enforce due observance of the Constitution, Bylaws, and Standing Resolution: to exercise a general supervision over the affairs of the Corporation, to have the power to make emergency decisions, and to appoint all committees not otherwise provided for. It shall be the duty of the President to either act as Ex-Officio on the LMEA Board OR appoint a member of the LMAA Board to act as Ex-Officio.
- President-Elect. In the absence of both the President and the Immediate Past President, the President-Elect shall perform the duties of the President.
- Secretary. It shall be the duty of the secretary to keep a record of the minutes of all meetings of the Corporation and of the Board of Directors and to make sure they are dispersed in a timely manner to the board.
- Executive Secretary. It shall be the duty of the Executive Secretary to maintain an accurate list of the names and addresses of all the members who have satisfied all requirements. It shall be the duty of the Executive Secretary to collect all monies due the Corporation (LMAA), and to pay bills incurred by the Corporation (LMAA). The Executive Secretary should also present a written report of transactions and a balance in the treasury at each meeting of the Board of Directors, plus a final end of the fiscal year report. All financial records shall be open to inspection by the membership at all times.
- President of LMEA - ex-officio. It shall be the duty of the President of the Louisiana Music Educators Association to represent LMEA and advise the board in all matters regarding adjudication.
- Vice President – Concert Band. It shall be the duty and responsibility of the Vice President(s) to organize and administer all aspects of adjudication training in accordance with the requirements set forth by the Board of Directors.
- Vice President – Choir. It shall be the duty and responsibility of the Vice President(s) to organize and administer all aspects of adjudication training in accordance with the requirements set forth by the Board of Directors.
- Additional Offices. The Board may create additional officer positions, define the authority and duties of each such position, and the Members may elect or appoint persons to fill the positions. The duties of all other positions shall be outlined in the LMAA Board of Directors’ Job Description Manual, to be updated as needed by the Executive Officers
- Multiple Offices. The same person may hold any two or more offices, with the exception of the offices of President and Executive Secretary.
Tenure and Qualifications of Directors
Section 4.5.
- Presidents. The Immediate Past-President, President, President-Elect, will serve two (2) year terms, with the exception of the chartering Executive Board, whose term will begin in 2020 and conclude in 2023. President-Elect shall be elected in odd-numbered years. After the election of the President-Elect, the former officer of President-Elect will assume the position of President and the President will assume the office of the Immediate Past-President.
- Vice President(s). The Vice President(s) will serve four (4) year terms.
- Secretary. The Secretary will serve four (4) year terms.
- Ex-Officio. The President of Louisiana Music Educators Association will serve as an ex-officio board member.
- Executive Secretary. The Executive Secretary position will run concurrently with the presidency. The position of Executive Secretary will be evaluated by members of the Board of Directors during the final semester of the President’s term of office, and a recommendation for re-appointment will be made by the Executive Board at the completion of the President’s term. In the event of resignation, or removal due to poor review, the Executive Board will be responsible for the search and nomination of a new Executive Secretary. A majority vote by the Board of Directors will be needed for appointment.
Section 4.6. The Corporation's Executive officers will be Immediate Past President, President, President Elect, and Executive Secretary.
Nominating Directors
Section 4.7. At any meeting at which the election of a director is held, a voting member in good standing may nominate a person with the second of any other voting member in good standing. In addition to nominations made at meetings, a nominating committee will consider possible nominees and make nominations for each election of directors. The nomination shall be for President-Elect, Secretary, and Vice-Presidents. The Executive Secretary will include the names nominated by that committee, and any report of the committee, with the notice of the meeting at which the election occurs.
Electing Directors
Section 4.8. A person who meets the qualifications for office and who has been duly nominated may be elected as a director. Each director will hold office until a successor is elected and qualifies, or until he/she assumes the office of President or Immediate Past-President. Directors will be elected at the annual meeting of the members by a majority vote.
Vacancies
Section 4.9. The President shall have the authority to fill, by appointment and with Board approval, any vacancy on the Board of Directors. A director selected to fill a vacancy will serve for the unexpired term of his or her predecessor in office.
Annual Board Meeting
Section 4.10. The annual Board meeting will be held at the same place as the annual members' meeting.
Regular & Special Board Meetings
Section 4.11. The Board may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held inside or outside Louisiana. No notice of regular and special Board meetings is required other than a Board resolution stating the time and place of the meetings.
Quorum at Board Meetings
Section 4.12. In all meetings of the board, more than fifty percent of the board members will constitute a quorum for the transaction of business.
Proxies at Board Meetings
Section 4.13. A board member may not vote by proxy.
Duties of Directors
Section 4.14. Directors will discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the Corporation's best interest. In this context, the term ''ordinary care'' means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on directors, directors may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that has been prepared or presented by a variety of persons, including officers and employees of the Corporation, professional advisors or experts such as accountants or legal counsel. A director is not relying on good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted. Directors are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
Duty To Avoid Improper Distributions
Section 4.15. Directors who vote for or assent to improper distributions are jointly and severally liable to the Corporation for the value of improperly distributed assets, to the extent that, as a result of the improper distribution or distributions, the corporation lacks sufficient assets to pay its debts, obligations, and liabilities. Any distribution made when the Corporation is insolvent, other than in payment of corporate debts, or any distribution that would render the Corporation insolvent, is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for payment and discharge of all known debts, obligations, and liabilities is also improper. Directors present at a Board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary of the Corporation before adjournment of the meeting in question or mailed to the secretary by registered mail immediately after adjournment. A director is not liable if, in voting for or assenting to a distribution, the director (1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the Corporation; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or a committee of the Board of which the director is not a member; (2) while acting in good faith and with ordinary care, considers the Corporation's assets to be at least that of their book value; or (3) in determining whether the Corporation made adequate provision for paying, satisfying, or discharging all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability if, in exercising ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Corporation. Directors held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.
Compensation
Section 4.16. Directors may not receive salaries for their services, with the exception of the Executive Secretary. The Board may adopt a resolution providing for paying directors a fixed sum and expenses of attendance, if any, for attending each Board meeting. A director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a director will be reasonable and commensurate with the services performed.
ARTICLE 5
COMMITTEES
Establishing Committees
Section 5.1. The Board, or President, may establish committees, delegating specified authority to a committee, and appointing or removing members of a committee. A committee will include two or more Directors and may include persons who are not Directors. If the Board delegates any of its management authority to a committee, the majority of the committee will consist of Directors. The Board may establish qualifications for membership on a committee. Establishing a committee or delegating authority to it will not relieve the Board, or any individual director, of any responsibility imposed by these Bylaws or otherwise imposed by law.
No committee has the authority of the Board to:
- Amend the articles of incorporation.
- Adopt a plan of merger or of consolidation with another corporation.
- Authorize the sale, lease, exchange, or mortgage of all or substantially all of the Corporation's property and assets.
- Authorize voluntary dissolution of the Corporation.
- Revoke proceedings for voluntary dissolution of the Corporation.
- Adopt a plan for distributing the Corporation's assets.
- Amend, alter, or repeal these Bylaws.
- Elect, appoint, or remove a member of a committee or a director or officer of the Corporation
- Approve any transaction to which the Corporation is a party and that involves a potential conflict of interest as defined in paragraph 6.04, below.
- Take any action outside the scope of authority delegated to it by the Board.
- Take final action on a matter requiring membership approval.
Term of Office
Section 5.2. Each committee member will continue to serve on the committee until the next annual members' meeting and until a successor is elected or appointed. However, a committee member's term may end earlier if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment or election made in the same manner as an original appointment or election. A person appointed or elected to fill a vacancy on a committee will serve for the unexpired portion of the terminated committee member's term.
Chair and Vice-Chair
Section 5.3. One member of each committee will be designated as the committee chair, and another member of each committee can be designated as the vice-chair. The chair and vice-chair will be appointed by the president. The chair will call and preside at all meetings of the committee. When the chair is absent, cannot act, or refuses to act, the vice-chair will perform the chair's duties. When a vice-chair acts for the chair, the vice-chair has all the powers of--and is subject to all the restrictions on--the chair.
Quorum for Committee Meetings
Section 5.4. In all committee meetings, more than fifty percent of the committee members will constitute a quorum for the transaction of business.
Proxies for Committee Meetings
Section 5.5. A committee member may not vote by proxy.
Compensation
Section 5.6. Committee members may not receive salaries for their services. The Board may adopt a resolution providing for paying committee members a fixed sum and expenses of attendance, if any, for attending each meeting of the committee. A committee member may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a committee member will be reasonable and
commensurate with the services performed.
Rules
Section 5.7. Each committee may adopt its own rules, consistent with these Bylaws or with other rules that may be adopted by the Board.
ARTICLE 6
TRANSACTIONS OF CORPORATION
Contracts
Section 6.1. The Board may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.
Deposits
Section 6.2. All the Corporation's funds will be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Board selects.
Gifts
Section 6.3. The Board may accept, on the Corporation's behalf, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board may make gifts and give charitable contributions not prohibited by these Bylaws, the articles of incorporation, state law, and provisions set out in federal tax law that must be complied with to maintain the Corporation's federal and state tax status.
Potential Conflicts of Interest
Section 6.4. The Corporation may not make any loan to a director or officer of the Corporation. A member, director, officer, or committee member of the Corporation may lend money to--and otherwise transact business with--the Corporation except as otherwise provided by these Bylaws, the articles of incorporation, and applicable law. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The Corporation may not borrow money from--or otherwise transact business with--a member, director, officer, or committee member of the Corporation unless the transaction is described fully in a legally binding instrument and is in the Corporation's best interests. The Corporation may not borrow money from--or otherwise transact business with--a member, director, officer, or committee member of the Corporation without full disclosure of all relevant facts and without the Board's or the members' approval, not including the vote of any person having a personal interest in the transaction.
Prohibited Acts
Section 6.5. As long as the Corporation exists, and except with the Board's or the members' prior approval, no member, director, officer, or committee member of the Corporation may:
- Do any act in violation of these Bylaws or a binding obligation of the Corporation.
- Do any act with the intention of harming the Corporation or any of its operations.
- Do any act that would make it impossible or unnecessarily difficult to carry on the Corporation's intended or ordinary business.
- Receive an improper personal benefit from the operation of the Corporation.
- Use the Corporation's assets, directly or indirectly, for any purpose other than carrying on the Corporation's business.
- Wrongfully transfer or dispose of Corporation property, including intangible property such as goodwill.
- Use the Corporation's name (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of its business.
- Disclose any of the Corporation's business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.
ARTICLE 7
BOOKS AND RECORDS
Required Books and Records
Section 7.1. The Corporation will keep correct and complete books and records of account. The books and records include:
- A file-endorsed copy of all documents filed with the Louisiana Secretary of State relating to the Corporation, including but not limited to the articles of incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.
- A copy of all bylaws, including these Bylaws, and any amended versions or amendments to them.
- Minutes of the proceedings of the members, Board, and committees having any of the authority of the Board.
- A list of the names and addresses of the members, directors, officers, and any committee members of the Corporation.
- A financial statement showing the Corporation's assets, liabilities, and net worth at the end of the three (3) most recent fiscal years.
- A financial statement showing the Corporation's income and expenses for the three (3) most recent fiscal years.
- All rulings, letters, and other documents relating to the Corporation's federal, state, and local tax status.
- The Corporation's federal, state, and local tax information or income-tax returns for each of the Corporation's three (3) most recent tax years.
Inspection and Copying
Section 7.2. Any member, director, officer, or committee member of the Corporation may inspect and receive copies of all the corporate books and records required to be kept under the bylaws. Such a person may, by written request, inspect or receive copies if he or she has a proper purpose related to his or her interest in the Corporation.
Audits
Section 7.3. Any member may have an audit conducted of the Corporation's books. That member bears the expense of the audit unless the members vote to authorize payment of audit expenses. The member requesting the audit may select the accounting firm to conduct it. A member may not exercise these rights so as to subject the Corporation to an audit more than once in any fiscal year.
ARTICLE 8
FISCAL YEAR
Section 8.1. The Corporation's fiscal year of the Corporation will begin on the first day of January and end on the last day in December in each year.
ARTICLE 9
INDEMNIFICATION
Section 9.1. The Organization agrees to indemnify, defend and hold harmless the board members, its officers, directors and employees, from and against all liability, loss, cost or expense (including attorney’s fees) by reason of liability imposed upon the Organization, arising out of or related to organization’s activities, whether caused by or contributed to by the members or any other party indemnified herein, unless caused by the sole negligence of the member or any other party indemnified herein. Organization may maintain insurance, at its expense, to protect itself and any such person against any such liability, cost or expense.
ARTICLE 10
SPECIAL PROCEDURES CONCERNING MEETINGS
Meeting by Telephone or Video Conferencing
Section 10.1. The Board of Directors, and any committee of the Corporation, may hold a meeting by telephone conference-call or video conference. In all meetings held by telephone or video conference, matters must be arranged in such a manner that all persons participating in the meeting can hear each other. The notice of a meeting by telephone or video conference must state the fact that the meeting will be held as well as all other matters required to be included in the notice. A person's participating in a conference-call meeting constitutes his or her presence at the meeting.
Decision Without Meeting
Section 10.2. Any decision required or permitted to be made at a meeting of the members, Board, or any committee of the Corporation may be made without a meeting by the President, with the approval of the Executive Board. The original consents will be placed in the Corporation minute books being kept by the Secretary.
ARTICLE 11
AMENDING BYLAWS
Section 11.1. These Bylaws may be altered, amended, or repealed, by the Board of Directors with a vote 2/3 vote. New bylaws may be adopted by the Board of Directors with a 2/3 vote. The notice of any meeting at which these Bylaws are altered, amended, or repealed, or at which new bylaws are adopted will include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed.
ARTICLE 12
MISCELLANEOUS PROVISIONS
Legal Authorities Governing Construction of Bylaws
Section 12.1. These Bylaws will be construed under Louisiana law. All references in these Bylaws to statutes, regulations, or other sources of legal authority will refer to the authorities cited, or their successors, as they may be amended from time to time.
Legal Construction
Section 12.2. To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. If any bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision, and the bylaws will be construed as if they had not included the invalid, illegal, or unenforceable provision.
Headings
Section 12.3. The headings used in the bylaws are for convenience and may not be considered in construing the bylaws.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Executive Secretary of LOUISIANA MUSIC ADJUDICATORS ASSOCIATION and that these Bylaws constitute the Corporation's Bylaws. These Bylaws were duly adopted at a meeting of the Board of Directors held on
June 24, 2020.
Name: Bill Brent
Title: Executive Secretary of Corporation