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Bylaws

Approved by the Membership, September 2024

ARTICLE I:

Title, Organization, and Administrative Plan

Section 1. Title.
The name of the corporation shall be National Association of Teachers of Singing, Inc., hereinafter referred to as the Association.

Section 2. Organization.
The Association shall be designated as a nonprofit, educational association, organized under the 'General Not for Profit Corporation Act.’ The Association may seek tax exempt status pursuant to Section 501(C) of the Internal Revenue Code.

Section 3. Publications.
The official publication of the Association shall be the Journal of Singing. The intra-organizational publication shall be Inter Nos. The Association shall maintain an official website and the Association may publish additional publications as may further the objectives of the Association.

Section 4. Administration.
Except as otherwise set forth herein, the property, funds, and affairs of the Association shall be controlled and managed by a Board of Directors (hereinafter referred to as the Board), members of which are referred to as Directors, consisting of the President, Past President, President-Elect, all Vice Presidents, Secretary/Treasurer, and all Region Governors. The Executive Director, the International Coordinator, and the Editor-in-Chief of the Journal of Singing, and other NATS staff attend meetings of the Board and may speak at meetings, but do not have a vote. The Board communicates with the Executive Director and the President of the Association.

Section 5. Strategic Plan.
The Association shall be guided by a Strategic Plan that will include, but will not be limited to, Association goals, action items, success metrics, and outcomes. The Association Strategic Plan shall be created from time to time by a task force appointed by the President. The Board shall participate in the formation and adoption of the Strategic Plan. The current Strategic Plan will be monitored for progress and may be amended by the Executive Committee.

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ARTICLE II:

Offices

The Board shall determine the State of incorporation, physical location of the Executive Office, and Registered Agent for service of process.

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ARTICLE III:

Purposes

The Association is organized to benefit the public good and support its members by advancing excellence in singing through teaching, performance, scholarship, and research.

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ARTICLE IV:

Corporate Seal

The Association shall have a corporate seal, which shall have inscribed thereon the name of the corporation, the words "Corporate Seal" and "December 1944." Said seal shall be kept in the Executive Office by the Executive Director of the Association.

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ARTICLE V:

Members

Section 1. Membership Application Process.

  1. Applications for membership must be completed and signed by the applicants, specifying residence, professional training and activities, teaching experience, and other pertinent data. Applicants must also acknowledge responsibility to comply with the Code of Ethics and these Bylaws, as each may be adopted or amended by the Association from time to time.
  2. Applications for all membership classifications shall be submitted to the Vice President for Membership through the Association's website. The Vice President for membership is responsible for reviewing all membership applications.
  3. Approval of a membership is contingent on receipt of a complete membership application and all applicable dues.

Section 2. Membership Classifications.
The Association shall be open to all individuals regardless of gender, race, age, sexual orientation, marital status, disability, national origin, religion, or citizenship. There shall be five membership classifications:

  1. Professional Members. Professional Members must be persons of known personal integrity whose professional training and/or experience qualify them to be teachers of singing, collaborative pianists, and other voice professionals. Professional Members have all rights of membership, including voting and holding office at any level.
  2. Emeritus Members. Persons eligible for emeritus membership are Professional Members of the Association who have attained their sixty-eighth birthday and have been Members in Good Standing for at least twenty-five years. Requests for this membership status must be sent to the Executive Director. Emeritus Members are not required to pay dues. They have full power of vote, but may hold elected office only at the chapter level.
  3. Emerging Professional Members. Emerging Professional Members must be persons of known personal integrity who are beginning professional teachers of singing, collaborative pianists, and other voice professionals. They have full power of vote but may hold elected office only at the chapter level. A Member who holds status as a Professional Member may not convert to Emerging Professional Member status.
  4. Pre-professional Members. Pre-professional Members are actively training to be teachers of singing, collaborative pianists, or other voice professionals, and are enrolled in secondary, undergraduate, or graduate school or their equivalents. Pre-professional members may only vote or hold office in SNATS Chapters. Pre-professional membership is held separately from membership in a SNATS Chapter. A Member who holds status as an Emerging Professional or Professional Member may not convert to Pre-professional Member status. Pre-professional members may be participants in Student Auditions; however, adjudication is reserved for Professional, Emerging Professional, and Emeritus Members.
  5. Affiliate Members. Affiliate Members may be individuals in fields related to the teaching of singing, institutions such as schools, colleges, and universities, and business firms associated with music as determined by the Board of Directors. Affiliate Members may not vote or hold office at any level.

Section 3. Dues.

Payment of national dues, in an amount determined by the Board from time to time, is a condition of membership in the Association. Only Members have the right and privilege of using the NATS name and logo in conjunction with their own, and of participating in members-only events.  Members shall only use the NATS name and logo as instructed or directed by the Association from time to time.

  1. The Board shall establish the amount of dues, the date on which dues are payable, prorating of dues, and establishment of various fees and administrative charges.
  2. The dues established above shall pay for the implementation of the stated purposes of the Association and shall entitle the Member to receive a subscription to the Journal of Singing.
  3. A Member who has not paid dues by the date payable is not in Good Standing, as defined in Article V, Section 4. The Board determines the date after which membership automatically lapses. 

Section 4. Standing.

  1. Good Standing. Good Standing is reserved for Members of the Association who are current in payment of dues and who have complied with all other terms of Membership, including, compliance with the Code of Ethics and these Bylaws. Good Standing is a requirement for all privileges associated with each classification of membership, as cited in Article V, Section 1. All Emeritus Members are presumed to be in Good Standing. Any Member in Good Standing who voluntarily resigns from the Association is considered a former member and will automatically be returned to Good Standing upon payment of current dues.
  2. Lapsed. Any Member who is delinquent in payment of dues is considered to be Lapsed. The Board may establish a date from time to time after which privileges of membership, including the right to vote and participate in Chapter events, are suspended. Lapsed Members will automatically be returned to Good Standing upon payment of dues and administrative costs for reinstatement as determined by the Board from time to time.

Section 5. Disciplinary Action.

  1. Allegations of violation of the Code of Ethics or Bylaws, or of conduct detrimental to the welfare and best interests of the Association may be brought against a Member as follows:
           (1) by written report of any three Professional, Emeritus, Emerging Professional, or Pre-professional Members in Good Standing; or
           (2) by written report from a non-Member. Said report shall be submitted to the President of the Association, or to the President-Elect if the complaint is against          the President. If the President or President-Elect deems the case non-frivolous, it shall be forwarded to the Ethics Committee for resolution.
  2. Following referral of a matter to the Ethics Committee, the Ethics Committee shall investigate as it deems appropriate and seek such resolution of the matter as it deems prudent and in the best interest of the Association, the accused Member.
  3. In the event that the Ethics Committee is unable to resolve the allegations, the President of the Association shall present the case to the Board for a hearing. The accused party(ies) shall be given a thirty days’ prior written notice of the hearing and shall be permitted to appear in person, in writing, and with or without an attorney’s presence or assistance.  At least one Member of the Ethics Committee shall attend said hearing. Based on the results of this hearing, among other remedies, the Board holds the right to terminate the membership of any involved party.
  4. The Board may immediately terminate the membership of any Member convicted of a felony, or of a misdemeanor involving moral turpitude, breach of trust, or sexual misconduct.

Section 6. Resignations.

Members in Good Standing may resign from the Association by submitting letters of resignation to the Association, which will remove those Members from the active membership roll.

Section 7. Reinstatement.

  1. Members who resign in Good Standing may reactivate their memberships by requesting such action, submitting payment for current dues to the Association, and recertifying their acceptance of the Membership Terms, Code of Ethics, and these Bylaws, as each may be adopted or amended by the Association from time to time.
  2. Lapsed Members may reactivate their memberships by requesting such action and submitting payment for current dues plus a reinstatement fee to the Association.

Section 8. Membership in Chapters.

Active Members of the Association in Good Standing who are in compliance with the Membership Terms, Code of Ethics and these Bylaws, as each may be adopted or amended from time to time, may join a NATS Chapter (other than Student Chapters chartered under Article VII Section 4 below), upon payment to the Association of applicable Chapter dues.

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ARTICLE VI:

Meetings of Members

Section 1. Meetings and Notice.

The Association shall hold a meeting of the Association during each National Conferences and special meetings on dates determined by the Board, upon call of the President. Notice shall be given to all Members at least sixty days before the meeting date (i) in selected publications of the Association; (ii) by direct postal mail; or (iii) on the Association website.

Section 2. Manner of Acting.

At any meeting of the Association each Professional, Emeritus, and Emerging Professional Member in Good Standing shall be entitled to speak, make motions, and vote on all business matters brought before the membership.

Section 3. Electronic Voting.

A vote of the Association may be taken electronically. In any electronic ballot, however, Members may request a paper ballot. The result of such vote shall be published to the entire membership. The date by which ballots must be returned in order to be counted shall be specified on the ballot.

Section 4. Quorum.

Fifty (50) Members of the Association, including at least four Association officers, shall constitute a quorum at the General Business Meeting of the Association.

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ARTICLE VII:

Chapters

Section 1. Establishing a Chapter.

Any group of active Professional, Emeritus, or Emerging Professional Members of the Association may petition the Board for a chapter charter for their geographic area. Chapter membership shall not be restricted by regional or district boundaries. Chapters shall abide by Association Bylaws, policies, and guidelines for the betterment of the membership and fulfillment of the Association’s purpose.

Section 2. Chapter Policies and Procedures.

Chapters will establish their own Bylaws, operating procedures, and leadership structure for management and administration of each Chapter in a manner not inconsistent with these Association Bylaws, and with the review and continuing consent of the Board. Chapter Bylaws shall be consistent with the NATS Code of Ethics. Chapters shall  accept and allow as Chapter Members only Members of the Association.

Section 3. Chapter Officers.

Chapters will be responsible to elect officers, and annually report the name and full contact information of each Chapter Officer to the Region and District Membership Directors and the Executive Office.

Section 4. Student National Association of Teachers of Singing (SNATS).

A Student NATS chapter (SNATS) consists of students under the sponsorship of a Member of the Association. A SNATS charter is issued upon the request of a sponsoring Member to the Association and approved by the Vice President for Outreach. Membership in a SNATS chapter does not constitute membership in the Association. Annually, SNATS Chapters will report the name and contact information of the SNATS Chapter Advisor and President to the Vice President for Outreach.

Section 5. Association Events.

Chapters may assist the Association, at the Board’s request, with various Association events. In such cases, however, the Association shall ultimately be responsible for Board approved costs incurred in connection with the events, and shall be entitled to retain all fees, tuition, and other payments received in connection with the events.

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ARTICLE VIII:

Regions and Districts

Section 1. Regions.

  1. The Board shall define and establish region boundaries. There shall be a Governor for each designated region of the Association who shall be a Professional Member in Good Standing of the Association, and who shall be elected by the membership of that region by vote conducted through the National Office. Region Governors shall assume office at the conclusion of the annual Board meeting or National Conference, serve for two years, and may succeed themselves once. Region Governors who have served two terms in office may seek election to additional terms after a hiatus of at least four years following their most recent term in office.
  2. Region Governors shall have direct responsibility over the affairs of their regions and for the coordination and operation of the districts falling within their region boundaries according to these Bylaws.
  3. Region Governors appoint District Membership Directors and are authorized to appoint those region officers they deem necessary for the successful operation of region activities. Region Governors shall be provided an annual approved reimbursement fund, in an amount determined by the Association from time to time, for the carrying out of their responsibilities.
  4. The Region Governor may appoint a group of members who reside within the region, provided they remain Professional or Emeritus Members of the Association, that shall act as a Region Board to assist the Governor in proper administration of the region.
  5. Prior to the end of each two-year term of office, it is the duty of the Region Governor to appoint a nominating committee for the region to recommend a candidate or candidates for the office of Region Governor. A current Region Governor may not serve as a member of their Region nominating committee.
  6. While Region Governors may obligate their regions with funds available in their regions and/or through grants from the discretionary fund or region allocations from the Association, Governors do not have the authority to act as agents for the Association nor have the power to bind the Association.
  7. Regions shall conduct their business in a manner not inconsistent with the NATS Bylaws and Code of Ethics.

Section 2. Districts.

  1. The Board shall define and establish District boundaries within each Region. Each District of a Region shall have a District Membership Director, appointed by and responsible to the Region Governor. District Membership Directors shall serve terms of two years and may succeed themselves once. District Membership Directors who have served two terms in office may be appointed to additional terms after a hiatus of at least four years following their most recent term in office, unless otherwise approved by the Board.
  2. District Membership Directors shall be responsible for Member recruitment and retention in their districts. District Membership Directors, in consultation with the Region Governor, may also initiate the organization of additional chapters within their geographic areas or in conjunction with other appropriate geographic areas. 
  3. Districts shall conduct their business in a manner not inconsistent with the NATS Bylaws and Code of Ethics.

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ARTICLE IX:

Board of Directors

Section 1. General Powers.

  1. The Board shall derive its powers from the Association and shall have full authority to act for the Association, within the limitations defined by these Association Bylaws. The Board is responsible to the Association for all such actions, and shall keep accurate minutes of all its deliberations and decisions. An accurate report of the transactions of the Board shall be rendered to the Association by the Secretary/Treasurer at every meeting of the Association.
  2. The Board shall participate in the formation and adoption of an Association Strategic Plan.
  3. The Board, guided by the current Association Strategic Plan and at its own discretion, may study and formulate policies deemed necessary or expedient for the welfare of the Association. 
  4. The Board shall adopt and maintain one Policy Manual, which organizes all current board operational policies and procedures. The Board shall regularly review and update items including meetings of the board, and policies guiding committees, financial practices, and conflicts of interest.
  5. The Board shall consider, and upon its consent, confirm all committee appointments made by the President and shall have final authority in establishing membership dues and the annual budget submitted to it by the President.  
  6. The Board shall define and establish Region boundaries and may subdivide any Region into Districts functioning under District Membership Directors for more effective communication and administration of Association business.
  7. The Board shall have power of approval of all requests for the establishment of a Chapter.
  8. The Board shall have authority to establish new educational and executive activities of the Association within the limits of these Bylaws.

Section 2. Regular Meetings.

The Board shall meet twice annually and at other times, in person or electronically, determined by resolution of the Board.

Section 3. Special Meetings.

Special meetings of the Board may be called by the President, or by any three (3) other Directors, and may be conducted in synchronous or asynchronous format. Directors may attend Special Meetings in person or by other electronic means. No member may be excluded, and all participants must have access to the necessary equipment for participation. Subject to Article IX, Section 5 “Waiver of Notice” below, written notice of the time of any special meeting shall be given to each Director at least two (2) days prior to the meeting.

Section 4. Asynchronous Meetings.

Asynchronous meetings of the Board may be called by the President, or by any three (3) other Directors. Asynchronous meetings are reserved for uncontroversial matters, conducted by electronic mail. No member may be excluded, and all participants must have access to the necessary equipment for participation. Asynchronous meetings of the Board shall be subject to the following conditions:

         a. Any Board Member may object to the conduct of an asynchronous meeting without casting a vote, and request the matter be addressed in a synchronous meeting.
         b. A ninety percent (90%) majority of all votes cast is necessary for a decision of the Board in an asynchronous meeting.
         c. Following an asynchronous vote, minutes shall be sent to all Board Members containing the proposed action(s) and vote results. Asynchronous Meeting minutes               are examined and approved at Regular Meetings of the Board.

Any additional Asynchronous Meeting guidelines adopted by the Board shall supersede any conflicting rules in the parliamentary authority but may not otherwise conflict with or alter the bylaws.

Section 5. Waiver of Notice.

Notice of any special meeting or the place of any annual meeting of the Board of Directors shall be deemed to have been validly given to any Director who signs a waiver of notice of such special or annual meeting, whether such waiver of notice be signed either before or after the meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which the meeting has been called or convened, except when a Director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 6. Board Meeting Quorum.

Two-thirds of the Directors, including the President, shall constitute a quorum for transaction of business. Proxy voting is not permitted in meetings of the Board. Region Governors who are unable to attend meetings of the Board may send Members in Good Standing from the regions in their places, who will have full power of vote.

Section 7. Vacancies.

  1. If any position on the Board, except President, falls vacant by reason of death or resignation, the Directors remaining, by a majority vote, shall elect a successor, who shall hold office for the unexpired term or until a successor shall have been elected by the Members of the Association, and, in the event of a tie vote by the Board, the President shall cast the deciding vote. In the event of a vacancy in the office of President, the Past President shall serve the balance of the unexpired term.
  2. Any Director, whether elected or appointed, shall cease to hold office upon termination of membership, or may be removed from office by a two-thirds vote of the Members voting at any meeting of the Association, or by a two-thirds vote of the Directors.


Section 8. Financial Responsibility and Indemnification.

Neither the Board, nor any individual Director, officer, representative, or agent, shall be required to accept financial responsibility for, and the Association shall indemnify and defend such individual against all damages, costs, claims, causes of action, liabilities, and expenses including reasonable attorney’s fees incurred in connection with, duly authorized activities of the Association carried on in good faith, and in pursuit of the purposes and activities prescribed or authorized by these Bylaws.

Section 9. Compensation.

Directors shall not receive any salaries for their services, but by resolution of the Board, expenses of attendance, if any, may be allowed for attendance at each meeting of the Association, regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefore.

Section 10. Committees.

The Board may act by committees, consisting of two or more Directors, which shall have and may exercise all of the authority of the Board to the full extent allowed by law, except as limited by the resolution appointing the committee.

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ARTICLE X:

Association Officers

Section 1. Officers.

The Association officers shall include a President, President-Elect, Past President, four Vice Presidents (outlined in Article X, Section 7) and a Secretary/Treasurer. Each Association officer shall be elected by vote of the membership as provided in these Bylaws. The person elected for the position of President-Elect shall serve one two-year term in that office, one two-year term as President, and one two-year term as Past President, and may not succeed themselves in any of these offices. Vice Presidents and the Secretary/Treasurer shall serve for two years and may succeed themselves once. Officers must be Professional Members in Good Standing of the Association when elected and remain so throughout their terms of office. These officers form the Association's Executive Committee.

Section 2. Election.

  1. The Association Nominating Committee shall submit a slate of candidates for Association officers to the Board for approval one year prior to the beginning of the terms of the offices up for election. The slate of candidates, the date of distribution of the ballots, and the deadline for the return of ballots for the election shall be published either electronically or in print at least ninety days prior to the deadline for the return of the ballots. 
  2. Election of Association officers shall be by poll of the membership. Following the close of nominations, a full roster of duly nominated candidates shall be distributed to all voting members with a non-identifiable ballot. The ballot will state the deadline for returning the ballot. Persons appointed by the Secretary/Treasurer will count the ballots. No candidate may serve on the counting committee. A majority of all votes cast is necessary for election. At the conclusion of the counting process, the Secretary/Treasurer will report the election results to the Association membership. Those elected shall take office effective at the end of the national conference, or another time as determined by the Board.

Section 3. Vacancies or Removal.

National officers of the Association, whether elected or appointed, shall cease to hold office upon termination of membership, or may be removed from office by a two-thirds vote of the Members voting at any meeting of the Association, or by a two-thirds vote of the Directors.  Any vacancy, however occurring, in any office, may be filled by action of the Board, provided, however, that the office of Past President may only be filled by a Member in Good Standing who formerly served as President of the Association.

Section 4. President.

  1. There shall be one President who shall serve as the Chair of the Board of Directors, presiding at all meetings of the Association and conferences of the membership, and shall preside at meetings of the Board, with the right and duty of exercising leadership in the programs of the Association, as defined in these Bylaws.
  2. The President shall convey the will of the Board to the Executive Director.
  3. The President shall see that the Bylaws of the Association are implemented and followed and shall serve with the Executive Director as a representative of the Association with outside agencies, sibling organizations, with the teaching profession, and with the general public.
  4. The President shall administer the overall policies adopted by the membership and the Board including oversight of the Association Strategic Plan, and shall appoint all committees, including the national conference committee, in accordance with the Bylaws. The President shall determine the size, personnel, chair, and tenure of all special committees, and shall serve as an ex-officio member of all committees except nominating committees.
  5. The President, President-Elect, Executive Director, Secretary/Treasurer, and other appropriate Association officers shall prepare and submit the annual budget to the Board for final action.

Section 5. Past President.

  1. There shall be one Past President, who shall be the immediately preceding President of the Association, and who shall serve for a period of two years.
  2. The Past President shall assist the President as requested in the assumption of duties. The Past President shall also serve as chair of the Association nominating committee and director of the Association Intern Program.
  3. The Past President shall assume the chair at Board Meetings and Meetings of the Association in the absence of the President. In the event the Past President is not available, the President shall designate one member of the Executive Committee as temporary chair.
  4. In the event of a vacancy in the office of President, the Past President shall serve the balance of the unexpired term.

Section 6. President-Elect.

  1. There shall be one President-Elect, elected by the Members of the Association, who shall serve concurrently with the President for a period of two years.
  2. The President-Elect shall be responsible to the President and shall undertake those duties assigned by the President.  
  3. The President-Elect shall succeed to the presidency without further election unless due cause (according to the process outlined in Article X, Section 3) has been shown to break this automatic succession, in which case the Association nominating committee will present a new candidate for election to the office of President.

Section 7. Vice Presidents.

  1. There shall be four (4) Vice Presidents, each of whom shall serve a term of two years, and can succeed themselves once, as follows:
    1. The Vice President for Auditions shall oversee the National Association of Teachers of Singing Artist Awards, National Student Auditions, and National Musical Theatre Competition.  The Vice President for Auditions will actively schedule, promote, and conduct one of these competitions. They will also appoint and oversee those whom they have appointed to administer the other competitions. 
    2. The Vice President for Outreach shall actively encourage, promote and oversee SNATS and student engagement in the Association, and shall promote and administer the discretionary funds. The Vice President for Outreach shall also advise and oversee mentoring initiatives other than the Intern Program. 
    3. The Vice President for Membership, with the assistance of the Executive Office and the membership committee,  shall promote and encourage new membership and retention, process new member applications, and coordinate recruitment and retention efforts with District Membership Directors. The Vice President for Membership shall be the chair of the Membership Committee.
    4. The Vice President for Workshops shall schedule, promote, and oversee Association workshops in collaboration with the Executive Director.  
  2. Each Vice President shall submit an annual written report to the President, who shall include these reports in the Association's Annual Report.
  3. Each Vice President shall actively participate in the implementation of any Association Strategic Plan. Details of their participation shall be included in their annual report. 

Section 8. Secretary/Treasurer.

  1. There shall be one Secretary/Treasurer who, with assistance from the Executive Office when requested, shall keep accurate minutes and records of Association and Board proceedings. These records shall be open to inspection by the membership upon reasonable prior notice. A written annual report shall be submitted to the President, who shall include this report in the Association's Annual Report.
  2. The Secretary/Treasurer shall be responsible for the issuance of all official notices and votes required to be given by, or on behalf of, the Association, and shall conduct whatever record-keeping is directed by the President.
  3. The Secretary/Treasurer shall supervise the keeping of the financial records of the Association and the handling of all savings and investments of the Association, according to the provisions of these Bylaws and shall be an ex officio member of the Investment Advisory Committee.
  4. The Secretary/Treasurer shall initiate an annual external audit of the Association's financial affairs by a competent certified public accountant designated by the Secretary/Treasurer. This audit shall be submitted to the Board and published annually.

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ARTICLE XI:

Other Officials

Section 1. Editor-in-Chief of the Journal of Singing.

There shall be one Editor-in-Chief of the Journal of Singing who shall be selected by the President and approved by the Board in a regular or special meeting. This appointment may be ended at any time by a two-thirds vote of the Board. The Editor-in-Chief will receive an annual evaluation conducted by the Executive Director. The Editor-in-Chief shall receive a stipend determined by the Board. The Board shall decide the amount of the budget. The Editor-in-Chief shall be a nonvoting member of the Board.

  1. The Editor-in-Chief, in consultation with the President and Executive Director, shall be responsible for the selection of Associate Editors for the publication, and shall submit these selections to the President for approval.
  2. The Editor-in-Chief, with advice from an Editorial Board, will determine the content of the various issues of the Journal.
  3. The Editor-in-Chief shall also determine format, cover, and other details of publication.

Section 3. Historian.

The President may appoint one Historian of the Association, selected by the President and approved by the Board. The appointment shall be reviewed every two years by the Board and may be ended at any time by a two-thirds vote of the Directors. The Historian shall provide a narrative of all national conferences, and may assist the Executive Office to collect, describe, preserve, and compile documentary sources significant to the history of the Association. The Historian shall have access to books, documents, papers, and records that are pertinent to the history of the Association.

Section 4. Executive Director
There shall be one Executive Director of the Association recommended by the President, for Board approval. The Executive Director is an employee of the Association who serves at the discretion of the Board. The Board shall determine the salary.

  1. The Executive Director shall be in charge of the Association's Executive Office, as directed by the Board and defined in these Bylaws.
  2. The Executive Director, with the assistance of the President, President-Elect, Secretary/Treasurer, and other appropriate Association officers, shall prepare and submit the annual budget to the Board for final action.
  3. The Executive Director shall supervise the collection of Association dues.
  4. The Executive Director shall supervise changes in membership status and requests for dues adjustments.
  5. The Executive Director shall serve with the President as a representative of the Association with outside agencies, sibling organizations, with the teaching profession, and with the general public, and shall coordinate all national announcements and news releases pertinent to the business and activities of the Association. (see Article X.4.c)
  6. The Executive Director shall prepare quarterly financial statements for the Executive Committee. The Executive Director shall maintain complete and accurate financial records of the Association, which, given reasonable prior notice, shall be open to inspection by the membership during regular business hours.
  7. The Executive Director shall serve as a nonvoting member of the Executive Committee and the Board and shall attend meetings of the Association and Board.
  8. The Executive Director shall be reviewed annually by the Executive Committee. The Executive Director may be removed from office by a two-thirds vote of the Directors. Such action will be taken when it appears evident that the Executive Director has been or is unable to serve through unexplained, habitual absence; other grounds for removal can include, but not limited to failure to fulfill their fiduciary duty, committing a legal or ethical offense, using the Association for personal gain, or creating an unhealthy atmosphere by their interaction or inappropriate behavior within or outside the Association. Further grounds for removal can include unresolvable differences between the Executive Director and the Directors as to the strategic direction of the Association.

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ARTICLE XIII:

Committees

Section 1. Standing Committees.

The following committees shall be established and shall consist of the following Directors and/or other Association Members, for the purposes set forth below:

  1. Executive Committee.
    The Executive Committee shall consist of the President, Past President, President-Elect, Vice Presidents, and the Secretary/Treasurer. The Executive Director shall serve as a nonvoting member. This committee shall meet three times annually, serve in an advisory capacity to the Board, act as the governing body of the Association Strategic Plan, and shall assume powers and duties as deemed necessary and delegated to it by the Board, to which it shall be responsible.
  2. Association Nominating Committee.
    An Association nominating committee shall be appointed at the beginning of each President's term. The Past President shall be a member of the committee and serve as its chair. This committee shall be responsible for the nomination of persons to fill the offices of President-Elect, Vice Presidents, and Secretary/Treasurer. This committee should be comprised of no fewer than five Members in Good Standing, representing a wide range of backgrounds and experiences. Both independent and academic teachers should be represented on this committee.  Members on the Board may be selected to serve on the committee, with the exception of the President and the Executive Director.
  3. Membership Committee.
    The President shall appoint a membership committee, with the Vice President for Membership as chair. The committee shall assist the Vice President in membership promotion, recruitment, and retention in accordance with Strategic Plan action items by evaluating current practice, exploring new ideas, and recommending future goals. 
  4. Investment Advisory Committee.
    An Investment Advisory Committee shall be appointed by the President. It shall be fiduciarily responsible for studying, recommending, and managing the investment surplus and trust funds, consistent with the various gift, scholarship, endowment, and investment policies of the Association. The Committee shall review and propose amendments to the Board of the Association's various gift, scholarship, endowment, and investment policies from time to time or as requested by the Board.  The Secretary/Treasurer shall be an ex-officio member.
  5. Journal of Singing Editorial Board.
    The Journal of Singing Editor-In-Chief, in consultation with the President and Executive Director, selects members of the Editorial Board. This Editorial Board shall conduct peer review and assist the Editor-in-Chief in all matters pertinent to the publication of the Journal.
  6. Ethics Committee
    There shall be one Ethics Committee of at least three Members, appointed by the President. Its responsibilities shall be the resolution of alleged violations of the Code of Ethics, and resolution of cases involving a Member's conduct alleged to be detrimental to the welfare and best interests of the Association.
  7. Strategic Plan Steering Committee
    A Strategic Plan Steering Committee shall be appointed by the President. Its purpose shall be to oversee the implementation, and monitoring of the Association Strategic Plan. The committee shall include representation from relevant stakeholders including board members, standing and other committee members, district leaders, and NATS staff.

Section 2. Other Committees.

Each President, upon assumption of office, may appoint those committees deemed necessary to the on-going business, operation, projects, and publications of the Association. (For complete descriptions, see the current NATS Board Policy Manual.)

Section 3. Terms of Office.

All committee appointments must be ratified by the Board and shall have tenure not to exceed the term of the President. Committee appointments may be terminated at any time by two-thirds majority vote of the Directors.

All Association Committee Chairs shall submit annual written reports to the Board, which shall be incorporated into the printed minutes of the Board meetings.

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ARTICLE XIV:

Financial Policies and Procedures

Section 1. Funds.

  1. The Board shall be the legal custodian, within the provisions of the Association's charter and Bylaws, for all monies, bank accounts, records, and properties of the Association. The Secretary/Treasurer shall supervise the receiving and disbursing of all Association funds. Except as otherwise set forth by the Board from time to time, all checks shall bear two of the following three signatures: Executive Director, President, Secretary/Treasurer, or such officers as may be determined by the Board.
  2. The Association shall see that employees and Directors are bonded against dishonesty in the handling of Association funds and other assets.

Section 2. Contracts.

Except as otherwise set forth by the Board from time to time, and in consultation with the Executive Director, the President and either the Executive Director or the Secretary/Treasurer shall sign all major contracts and statements of obligation of or to the Association that have been approved by the Board, and only contracts so approved and signed shall be valid. The Board will establish the definition of major contracts from time to time. Either the President or Executive Director shall sign all other contracts.

Section 3. Records.

Records of all transactions and all savings and investments shall be open to the membership during regular business hours, given reasonable prior notice.

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ARTICLE XV:

Rules of Procedure and Amendment

Section 1. Rules of Order.

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the meetings of the Board, Association, its regions, districts, and chapters, in cases in which they are not inconsistent with these Bylaws or standing rules. Special rules of order for governing meetings of Members or the Board may be made at any time by vote of the Members present. Any motion or resolution offered for consideration shall be written if requested by any Member prior to action.

Section 2. Proxies.

Proxy voting is not permitted at any meeting of the Association or the Board.

Section 3. Amendment of Bylaws.

Any and all Bylaws may be amended or new Bylaws adopted at any regular meeting of Members of the Association, or by ballot. Notification of Board approved changes or amendments must be submitted to the membership in writing at least thirty days prior to the vote. A two-thirds approving vote of all Professional, Emeritus, and Emerging Professional members participating is required.

Approved by the Board of Directors, June 26, 2024
Approved by the NATS Membership, September 17, 2024

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