Musical Theatre Educators’ Alliance, Inc.
Originally established January 14, 2007,
Revised [January 2022]. To be ratified by the membership.
ARTICLE 1: NAME
The name of the corporation as set forth on its Certificate of Incorporation is Musical Theatre Educators’ Alliance, Inc. (“MTEA”).
ARTICLE 2: PURPOSES
MTEA is organized exclusively to provide professional support for faculty and students in musical theatre training programs at universities and conservatories worldwide. It is also organized for purposes which are exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Further purposes of MTEA include but are not limited to the following (the “Purposes”):
ARTICLE 3: MEMBERSHIP
Section 3.1 CATEGORIES OF MEMBERS. MTEA shall have five (5) classes of membership open to educators and institutions engaged in professional musical theatre training, interested in furthering the Purposes of MTEA, and that meet the requirements of these By-Laws and the eligibility requirements and obligations set forth by the Executive Committee (the “Members”). The Executive Committee has the final authority on decisions regarding eligibility for membership.
3.1.1. Organizational Membership. Organizational membership will be available to schools and organizations that offer degree programs in musical theatre (“Organizational Members”). Organizational Members are entitled to one (1) vote per individual member in MTEA elections and matters requiring the input of the total eligible membership. The Organizational Member is responsible for ensuring its individual faculty and staff create their own accounts for voting and conference registration purposes.
3.1.2. Individual Membership. Individual membership shall be granted to individuals (“Individual Members”), who shall have one (1) vote in MTEA elections and matters requiring the input of the total eligible membership.
3.1.3. Honorary Membership. The Executive Committee shall award honorary membership to those individuals considered to have made a uniquely valuable contribution to the field of professional musical theatre training (“Honorary Members”). Honorary Members shall each have one (1) vote in MTEA elections and matters requiring the input of the total eligible membership.
3.1.4. Apprentice Membership. Apprentice membership is available to current post-secondary students and recent graduates of MTEA Member institutions (“Apprentice Members”). Apprentice Members will not have voting rights.
3.1.5. High School Membership. High School memberships are available to students enrolled in secondary educational institutions. These Members do not have voting rights.
Section 3.2. MEMBERS' RIGHTS AND PRIVILEGES. The Executive Committee shall have the authority to determine the eligibility, rights, and obligations of each membership class, in its sole discretion, and such rights and obligations shall be separately set forth in MTEA’s Member Guidelines.
Section 3.3. RESIGNATION. Any Member may resign by filing a written resignation with the Secretary of the Executive Committee.
Section 3.4. TERMINATION. The Executive Committee, or any Committee authorized by the Executive Committee, may terminate the membership rights of any Member, in its sole discretion, if the Member: (1) fails to pay the required fees, dues, or assessments; (2) fails to satisfy any of the obligations or qualifications required by these By-Laws or any MTEA policy, procedure, or other membership guidelines, including MTEA’s Code of Ethics; or (3) engages in any actions that are inconsistent with the Purposes of, or harmful to, MTEA or any of its programs, its reputation, or its tax-exempt status. A Member shall be provided with prior written notice of termination and an opportunity to contest such termination in writing.
Section 3.5 MEMBERSHIP YEAR. MTEA membership will commence on the first day of dues payment.
ARTICLE 4: EXECUTIVE COMMITTEE
Section 4.1. GENERAL POWERS. The Executive Committee shall serve as and have all of the rights and obligations of the Board of Directors pursuant to the Delaware General Corporation Law (“DGCL”), shall be a policymaking and planning body, and shall manage, direct, control and administer the property, affairs and business of MTEA. The Executive Committee shall establish and enforce all requirements for membership, including dues and removal procedures.
Section 4.2. COMPOSITION. The Executive Committee shall consist of the President, Immediate Past President, Vice-President for Conferences, Vice-President for Membership, Vice-President for International Representatives, Vice-President of Diversity, Equity, and Inclusion, Treasurer, Secretary, Director of Communications, Director of Marketing, MTEA Journal Editor-in-Chief, the Regional Directors, and the At-Large Members, as detailed in Article 5 (each, an “Officer” and together, “Officers”).
Section 4.3. QUALIFICATIONS. Any registered Member in good standing may be appointed or elected to an Officer position; provided, however, that only a Member in good standing of MTEA for at least two (2) years is eligible to serve as President, and for at least one (1) year to serve as a Vice-President, unless otherwise approved by the Elections Committee as follows: Should a Member wish to serve as President or a Vice-President but not meet the membership qualifications set forth in this Section, the Member may submit a statement of justification to the Executive Committee for approval to run for President or Vice-President of MTEA, subject to the approval of the Executive Committee’s majority vote.
Section 4.4. ELECTIONS. The Members will elect the President and Vice-Presidents, and the President will appoint all other Officers, subject to majority approval of the Executive Committee. The Elections Committee will solicit nominations or self-nominations for the roles of President and the four (4) Vice-President positions. The MTEA Administrative Assistant will assist in this process. The slate of candidates for President shall be held at least sixty (60) days before the Annual Conference. Elections shall be conducted by electronic polling, and instructions for electronic polling procedures will be sent to all Members who are eligible to vote.
Presidential elections will be held first, and Members shall have fourteen (14) days to vote. Within a week of the conclusion of the presidential election, the Elections Committee will announce a slate of nominees for all four (4) Vice-President positions, and Members will then have fourteen (14) days to vote. Members who run for President but are not elected may choose to run for a Vice-President position. The nominees for Vice-Presidents shall be elected by electronic ballot to be received by the Elections Committee no later than thirty (30) days prior to the Annual Conference. The election shall be considered valid if a quorum (10%) of the Members eligible to vote respond.
Section 4.5. TERM OF OFFICE. The elected and appointed members of the Executive Committee shall serve according to the following schedule:
4.5.1. All Officers shall serve for terms of three (3) years, beginning at the conclusion of the Annual Conference in which they are elected or appointed, and serving until the Officer’s successor has been selected and qualified or the Officer’s earlier death, resignation, or removal.
4.5.2. No individual can be elected or appointed to the same office for more than two (2) consecutive terms.
Section 4.6. VACANCIES. In the event of a vacancy in the office of the President, one (1) of the four (4) Vice-Presidents shall be chosen by the Executive Committee to complete the term. If all four (4) Vice-Presidents decline the nomination, the Executive Committee may convene an emergency election to elect a President by majority vote, using nominations and self-nominations from the Officers. In the event of a vacancy in any other office, the President shall appoint a successor to complete the term, which shall also be subject to ratification by a majority vote of the Executive Committee. In the case of a regional representative moving out of their assigned region, a new appointed representative still in the region will assume the duties of the office.
Section 4.7. MEETINGS. The Executive Committee shall hold quarterly meetings for a total of at least four (4) regular meetings each year. These meetings shall be held immediately before or after the Annual Conference, as defined in Section 6.1 below. Additional meetings of the Executive Committee may be called by the President or by any two (2) members of the Executive Committee. Persons calling the meeting may set the time and place for the meeting, including virtual meeting options. Officers of the Executive Committee are expected to attend sixty percent (60%) of the meetings in a calendar year or may be removed from the Executive Committee as set forth in Section 4.9. Fifty percent plus one (50% +1) of the Executive Committee shall constitute a quorum.
Section 4.8. VOTING. Officers of the Executive Committee shall have voting privileges outside of general elections or matters placed in consideration for the entire membership. Fifty percent plus one (50% +1) shall constitute a majority vote.
Section 4.9. REMOVAL. The elected members of the Executive Committee may be removed with or without cause from the Executive Committee by the Members. The appointed members of the Executive Committee may be removed with or without cause from the Executive Committee by a majority vote of the Officers of the Executive Committee.
ARTICLE 5: OFFICERS
Section 5.1. OFFICERS’ TITLES
5.1.1. Elected Officers of MTEA shall be the President, the Immediate Past President, Vice-President for Conferences, Vice-President for Membership, Vice-President for Diversity, Equity, and Inclusion, and Vice-President for International Representatives.
5.1.2. Appointed Officers shall be the Treasurer, Secretary, MTEA Journal Editor-in-Chief, Director of Communications, Director of Marketing, fourteen (14) Regional Directors, and At-Large Members, as described in Section 5.3.10.
220.127.116.11. Regional Classifications:
Section 5.2. ELECTIONS, APPOINTMENTS. The Executive Committee will create an Elections Committee, consisting of a Chair and at least four (4) members for the election of President and Vice-Presidents as described in Section 7.2.1. The Elections Committee will follow the elections procedure set forth in Sections 4.4 and 7.2.1. Elections for President and Vice-Presidents shall be completed at least thirty (30) days before the Annual Conference. The members of the Executive Committee are charged with implementing procedures that will ensure an orderly transition of institutional leadership. The President shall appoint all other Officers at least thirty (30) days before the Annual Conference, subject to a majority vote of the Executive Committee.
Section 5.3. DUTIES OF OFFICERS. Duties of Officers shall include but are not limited to the following:
5.3.1. Duties of the President. The President shall be designated as the Chief Executive Officer and representative of MTEA, and, as a member of the Executive Committee, participate in policy formulations. In this capacity the President shall:
5.3.2. Duties of the Vice-Presidents. The Vice-Presidents shall:
18.104.22.168. The Vice-President for Membership shall:
22.214.171.124. The Vice-President for Conferences shall:
126.96.36.199 The Vice-President for International Representatives shall:
188.8.131.52 The Vice-President of Diversity, Equity, and Inclusion (“DEI”) shall:
5.3.3. Duties of the Immediate Past President. The Immediate Past President shall:
5.3.4. Duties of the Secretary. The Secretary shall:
5.3.5. Duties of the Treasurer. The Treasurer shall:
5.3.6. Duties of the Director of Communications. The Director of Communications shall:
5.3.7. Duties of the Director of Marketing. The Director of Marketing shall:
5.3.8. Duties of the MTEA Journal Editor-in-Chief: The MTEA Journal Editor-in-Chief shall:
5.3.9. Duties of Regional Directors. The fourteen (14) Regional Directors shall:
5.3.10. Duties of At-Large Members.
5.3.11. Duties of the MTEA Administrative Assistant, a paid, non-Executive Committee position.
ARTICLE 6: QUORUM AND MEETINGS OF MEMBERS
Section 6.1. ANNUAL CONFERENCE. An annual conference of the Members serves as the Annual Meeting and shall be held at such place and time as the Executive Committee shall designate.
Section 6.2. SPECIAL MEETINGS. Special meetings of the whole body, or a portion thereof, may be called and the time, place, and purpose of such meetings shall be designated either by the President, Executive Committee, or by a quorum of the Members.
Section 6.3. NOTICE OF MEETINGS. Written notice stating the purpose, place, date, and hour of any meeting of Members shall be delivered to each Member entitled to vote at such meeting not less than thirty (30) days before the date of such meeting. In case of a special meeting or when required by statute or by these By-Laws, the purpose for which the meeting is called shall be stated in the notice. Notification of meetings may be delivered via e-mail or postings on MTEA’s website and social media groups.
Section 6.4. QUORUM. Ten percent (10%) of the Members shall constitute a quorum for all called meetings.
Section 6.5. VOTING PROCEDURES. Any matters deemed necessary for a vote of the entire membership by the Executive Committee shall be acted upon at either a duly held annual or special meeting, or via ballot sent via e-mail to all Members eligible to vote. When a vote is held in person, eligible Members may assign a proxy to vote in their stead if they are unable to attend the vote.
ARTICLE 7: COMMITTEES
Section 7.1. ESTABLISHMENT OF COMMITTEES. Committees may be established and dissolved by resolution adopted by the Executive Committee.
Section 7.2. STANDING COMMITTEES. Standing Committees shall include but not be limited to the following:
7.2.1. ELECTIONS COMMITTEE. The Elections Committee shall be charged with preparing a slate of nominees for elected offices. The Elections Committee will have at least four (4) members, two (2) of whom must be Officers. A Member who will run for the position of President or any Vice-President position may not serve on the Elections Committee; however, members of the Elections Committee may be considered for appointed positions for the next term cycle.
The Elections Committee shall be formed through a two (2) step process. First, the Executive Committee will elect a Chair of the Elections Committee by majority vote each election cycle (every three (3) years) through a nomination, including self-nomination, process and voting process. Second, the Chair will work with the MTEA Administrative Assistant to build the Elections Committee through a nomination, including self-nomination, process, open to the General Membership, subject to approval by the Executive Committee.
7.2.2. DEI COMMITTEE. The DEI Committee shall be chaired by the Vice-President of Diversity, Equity, and Inclusion; and shall include at least six (6) members, two (2) of whom should serve, in addition to the VP of DEI, on the Executive Committee as Members-at-Large. Members will be appointed by the Vice-President of DEI in consultation with the President. Candidates for membership of this committee will be solicited through a nomination or self-nomination process, and will be open to the general Membership. Members of the DEI committee will serve one (1)-year terms, renewable up to three (3) consecutive terms. Duties of the DEI Committee include:
Section 7.3. AD HOC COMMITTEES. Ad Hoc Committees may be established by the Executive Committee and/or President as needed, and will not be maintained regularly.
ARTICLE 8: FINANCES
Section 8.1. CONTRACTS. The Executive Committee may authorize any officer, agent, or agents of MTEA, in addition to the Officers so authorized by the By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of MTEA and such authority may be general or confined to specific instances.
Section 8.2. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of and on behalf of MTEA, shall be signed by such officer or officers, agent or agents of MTEA and in such manner as shall from time to time be determined by resolution of the Executive Committee. In the absence of such determination by the Executive Committee, such instruments shall be signed by the Treasurer and countersigned by the President or one (1) of the Vice-Presidents.
Section 8.3. DEPOSITS. All MTEA funds shall be deposited from time to time to the credit of MTEA in such banks, trust companies or other depositories as the Executive Committee may select.
Section 8.4. FUNDRAISING AND GIFTS. Any member of the Executive Committee may accept on behalf of MTEA any contribution, gift, bequest or devise for the general purposes or for any special purposes of MTEA as may be permitted by law. All fundraising efforts shall be coordinated through the Executive Committee.
Section 8.5. FISCAL YEAR. The fiscal year of MTEA shall begin on March 1 and end on February 28.
ARTICLE 9: DISSOLUTION
Upon the dissolution of MTEA, assets shall be distributed for one (1) or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or 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 disposed shall be disposed of by the Court of Common Pleas of the county in which the principal office of MTEA 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 10: BOOKS AND RECORDS
MTEA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Executive Committee and shall keep at the principal office a record giving the names and addresses of the Members entitled to vote. Any Member or Member’s agent or attorney may inspect all books and records of MTEA for any proper purpose at any reasonable time. These books and records shall be maintained and overseen by the Treasurer.
ARTICLE 11: AMENDMENTS
The By-Laws of MTEA may be amended or repealed, and new By-Laws may be made, by a quorum (as defined in Section 6.4, above) of the Members entitled to vote at any meeting of the Members called for such purpose.
All approved amendments shall become effective immediately unless the amendment includes a specific date of implementation.
Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that: (i) he or she is or was a Director, Officer, or Agent of MTEA; or (ii) he or she, being at the time a Director, Officer, or Agent of MTEA, is or was serving at the request of MTEA as a director, officer, member, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (collectively, “Another Enterprise”), may, subject to the terms and conditions of this Article, be indemnified and held harmless by MTEA to the fullest extent permitted by Delaware law as the same exists or may hereafter be amended (but, in the case of any such amendment, with respect to alleged action or inaction occurring prior to such amendment, only to the extent that such amendment permits MTEA to provide broader indemnification rights than permitted prior thereto), against all expense, liability, and loss (including, without limitation, attorneys’ and other professionals’ fees and expenses, claims, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith (“Losses”). Without diminishing the scope of indemnification provided by this Section, such persons shall also be entitled to the further rights set forth below.
Subject to the terms and conditions of this Article, MTEA shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of MTEA) by reason of the fact that such person is or was a Director, Officer, or Agent of MTEA, or, being at the time a Director, Officer or Agent of MTEA, is or was serving at the request of MTEA as a director, officer, member, employee, fiduciary or agent of Another Enterprise, against all Losses, reasonably incurred or suffered by such person in connection with such Proceeding if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of MTEA, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of MTEA, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
Subject to the terms and conditions of this Article, MTEA shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of MTEA to procure a judgment in its favor by reason of the fact that such person is or was a Director, Officer, or Agent of MTEA, or being at the time a Director, Officer, or Agent of MTEA, is or was serving at the request of MTEA as a director, officer, member, employee, fiduciary, or agent of Another Enterprise against all Losses reasonably incurred or suffered by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of MTEA except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to MTEA, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought (or if no action was brought, any court of competent jurisdiction) shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
Any indemnification under this Article (unless ordered by a court) shall be made by MTEA only as authorized in the specific case upon a determination that indemnification of a person is proper in the circumstances because such person has met the applicable standard of conduct required by Section 12.1 or set forth in Section 12.2 or Section 12.3 of this Article, as the case may be. Such determination shall be made in a reasonably prompt manner by a majority vote of Disinterested Directors, whether or not they constitute a quorum of the Board, or if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Legal Counsel in a written opinion. To the extent, however, that a Director, Officer, employee or Agent of MTEA has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ and other professionals’ fees) reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.
For purposes of this Article:
Notwithstanding any provisions of this Article to the contrary, MTEA shall not indemnify any person or make advance payments in respect of Losses to any person pursuant to this Article in connection with any Proceeding (or portion thereof) initiated against MTEA by such person unless such Proceeding (or portion thereof) is authorized by the Board or its designee; provided, however, that this prohibition shall not apply to a counterclaim, cross-claim, or third-party claim brought in any Proceeding or to any claims provided for in Section 12.7 of this Article.
Notwithstanding any contrary determination in the specific case under Section 12.4 of this Article or the absence of any determination thereunder, a Director or Officer may apply to any court of competent jurisdiction for indemnification, and such court shall grant the application if it is determined that, in view of all the circumstances of the case, the Director or Officer is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper. Notice of any application for indemnification pursuant to this Section shall be given to MTEA promptly upon the filing of such application. If the court grants the application, in whole or in part, the Director or Officer shall be entitled to be paid the expense incurred by such Director or Officer in connection with the application.
Losses reasonably incurred by a Director or Officer in defending any threatened or pending Proceeding (or as provided in Section 12.6 of this Article) may be paid by MTEA in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such Director or Officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by MTEA as authorized in this Article. Losses incurred by other employees may be so paid upon such terms and conditions, if any, as the Board deems appropriate.
Section 12. 9 Communications with MTEA. Any notice, request or other communication required or permitted to be given to MTEA under this Article shall be in writing and either delivered in person or sent by overnight mail or courier service or certified or registered mail, postage paid, return receipt requested, to the Secretary of MTEA and shall be effective only upon receipt by the Secretary.
The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, any agreement, contract, vote of Disinterested Directors, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise. The provisions of this Article shall not be deemed to preclude the indemnification of any person who is not specified in Section 12.1, Section 12.2 or Section 12.3 of this Article but whom MTEA has the power to indemnify (and pursuant to Section 12.4 of this Article determines to indemnify) or an obligation to indemnify under the provisions of Delaware law, or otherwise. The rights conferred by this Article shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of such person and the heirs, executors, administrators, and other comparable legal representatives of such person. The rights conferred in this Article shall be enforceable as contract rights, and shall continue to exist after any rescission or restrictive modification hereof with respect to events occurring prior thereto. No rights are conferred in this Article for the benefit of any person (including, without limitation, directors and officers of subsidiaries of MTEA) in any capacity other than as explicitly set forth herein.
Section 12.11 INSURANCE.
MTEA may, but shall not be required to, purchase and maintain insurance on behalf of any person who is or was a Member, Director, Officer or agent of MTEA, or, being at the time a Member, Director, Officer or agent of MTEA, is or was serving at the request of MTEA as a director, officer, member, employee, fiduciary or agent of Another Enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not MTEA would have the power or the obligation to indemnify such person against such liability under the provisions of this Article.
In no case shall MTEA indemnify, reimburse or insure any person for any taxes on such person under chapter 42 of the Code. Further, if at any time MTEA is deemed to be a private foundation within the meaning of Section 509 of the Code, then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in Section 4941(d) or 4945(d), respectively, of the Code. Moreover, MTEA shall not indemnify, reimburse or insure any person in any instance where such indemnification, reimbursement or insurance is inconsistent with any provision of the Code applicable to organizations described in Section 501(c)(3) of the Code.
Any amendment or repeal of the provisions of this Article shall not adversely affect any right or protection under this Article of any person in respect of any act or omission occurring prior to the time of such amendment or repeal.
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