About PSMA

Article 1: General Provisions

Section 1:

The name of the Corporation shall be The Plymouth Schools Music Association, hereinafter referred to as “PSMA.”

Section 2: Location

The principal office of PSMA initially shall be located at the place set forth in the

Articles of Incorporation (165A Bourne Rd., Plymouth, MA 02360). The Board of Directors may

change the principal office from time to time and may establish other offices and places of

business in Massachusetts as needed.

Section 3: Nonprofit Purposes

This Corporation is organized exclusively for one or more of the purposes as specified in

Section 50l(c)(3) of the Internal Revenue Code (the “uding, for such purposes, the

making of distributions to organizations that qualify for exempt organizations under Section

501 ( c )(3) of the Code. Further, PSMA shall be nonprofit, nonpartisan, nonsectarian, and shall

not

directly support the nomination, election or appointment of candidates for any political office.

Section 4: Specific Objectives and Purposes

The specific objectives and purposes of this Corporation shall be to promote and support

Plymouth Public Schools music programs by:

a. Supporting music events and performances;

b. Recognizing student participation in music education programs;

c. Offering assistance to Music Staff;

d. Promoting strong community involvement; and

e. Providing supplemental assistance.

Section 5: Maintenance of Corporate Records and Corporate Seal

The corporation shall keep at its principal office:

a. Minutes of all meetings of directors, committees of the board, and, if this corporation

has members, of all meetings of members, indicating the time and place of holding

such meetings, whether regular or special, how called, the notice given, and the

names of those present and the proceedings thereof;

b. Adequate and correct books and records of account, including accounts of its

properties and business transactions and accounts of its assets, liabilities, receipts,

disbursements, gains, and losses;

c. A record of its members, if any, indicating their names and addresses and, if

applicable, the class of membership held by each member and the termination date of

any membership;

d. A copy of the corporation’s articles of incorporation and bylaws as amended to date,

which shall be open to inspection by the members, if any, of the corporation at all

reasonable times during office hours.

The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall

be kept at the principal office of the corporation. Failure to affix the seal to corporate

instruments, however, shall not affect the validity of any such instrument.

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Article II: Membership

Section 1: Eligibility for Membership

Application for voting membership shall be open to any individual, at least eighteen (18)

years of age, who wishes to support the music programs within the Plymouth Public School

District. Membership is granted after completion and receipt of a membership application and

annual due payment. All memberships shall be granted upon majority vote of the Board of

Directors. Memberships will be open from July 1st – December 31st of the current school year.

Section 2: Annual Dues

The amount required for annual dues shall be set by a majority vote of the full

membership at the annual meeting, after receiving the recommendation of the Board of

Directors. Continued membership is contingent upon membership dues being paid by December

31st of the current year.

Section 3: Rights of Members

Each member, at any public meeting, shall have one vote, which must be cast in person

during the meeting. *** The Board of Directors including the Executive Committee may take a

vote electronically if a matter is pressing and there is not enough time to bring it to an in person

meeting.

Section 4: Resignation and Termination

Any member may resign by filing a written resignation with the Secretary. Resignation

shall not relieve a member of unpaid dues, or other charges previously accrued. A member can

have their membership terminated by a majority vote of the membership.

Section 5: Non-Voting Membership

The Unified Arts Direct and the Music Directors of the various schools within the

Plymouth School District shall be considered ex-officio (non-voting) members of the various

boards and committees of the PSMA. Students that are Officers of the Band or Chorus may

attend meetings as non-voting participants. The Board of Directors shall have the authority to

establish and define other non-voting categories of membership.

Section 6: Conflict of Interest

In order to avoid any potential conflict of interest or the appearance of impropriety, no

school administrator, teachers or other staff nor elected municipal office holder will be allowed

to hold an elected office in PSMA as defined by Massachusetts General Laws Chapter 268A,

Section 1, Paragraph G.

Article III: Meetings of Members

Section 1: Annual Meetings

An Annual Meeting of the members shall take place in the month of May, the specific

date, time and location of the meeting shall be designated by the President. At the Annual

Meeting, the membership shall elect Directors and Officers approve the budget for the coming

year and receive reports on the activities of PSMA.

Section 2: Special Meetings

Special meetings may be called by the President, the Executive Committee or by a simple

majority of the Board of Directors. A petition, signed by at least fifteen percent (15%) of voting

members, may also call a Special Meeting. Notice of Special Meeting need not state all the

purposes for which that meeting is to be called, but shall state generally the purpose for the

meeting.

Section 3: Notice of Meetings

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Notice of Annual Meeting or Special Meetings shall be given to each voting member at

least two (2) weeks prior to the meeting date. Notification may be by regular mail, email or text

message. A record of notification shall be kept by the Secretary.

Section 4: Quorum

The members present at any properly announced meeting shall constitute a quorum.

Section 5: Voting

Members entitled to vote shall have one ( 1) vote each. All issues to be voted on shall be

decided by a simple majority of those present at the meeting in which the vote takes place.

Section 6: Conduct of Meetings

Before member meetings, a roll shall be called and the names of members in attendance

recorded. Meetings shall be conducted in a civilized manner. All who wish to speak should be

recognized before a vote takes place. Meetings shall take place per the guidance in

Parliamentary Rules of Order in Appendix A.

Section 7: Public Meetings

All meetings of the Association shall be public, open to all members that wish to attend.

Should the Board of Directors or Executive Committee require a private executive session, a

three quarters vote of that body is required.

Article IV: Board of Directors

Section 1: Board size and role

The board shall have up to eleven (11), but not fewer than seven (7) members. The Board

is responsible for overall policy and direction of the association and shall delegate responsibility

of the day-to-day operations to the Executive Committee and the various committees.

Section 2: Compensation

Directors shall serve without compensation except they shall be allowed reasonable

advancement or reimbursement of expenses incurred in the performance of their duties. Any

payments to directors shall be approved in advance in accordance with this Corporation’s

conflict of interest policy, as set forth in Article 8 of these bylaws.

Section 3: Terms

All Board members shall serve two (2) year terms, but are eligible for re-election for up to four

(4) consecutive terms. They shall be elected in such a way that their terms are staggered so that

no more than 50% of the board changes in any one year.

Section 4: Composition of the Board

The board shall be composed of the Association President, the Association Vice

President, the Association Treasurer, the Association Secretary, and the Association Assistant

Secretary and other board members as elected. The board should reflect the variety of the

activities that it serves; High School Band, Orchestra, Chorus, Theatre as well as Middle School

activities. It is recommended that past-presidents and past-treasurers of the association be

considered for nomination to the slate.

Section 5: Meetings and Notice

The board shall meet monthly, on the second Thursday of each month, at 7:00 PM.???

Section 6: Board Elections

New and current directors shall be elected, or re-elected, by the members in good

standing, during the annual meeting. Directors will be elected by a simple majority of members

present at the annual meeting.

Section 7: Election Procedures

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The nominating committee shall be responsible for preparing a slate of prospective board

members representing the various interests within the association, such as band, orchestra,

chorus, theater, high schools, middle schools, etc. In addition, any member can recommend a

candidate to the slate of nominees. All members, having paid their dues, shall be eligible to vote

for each candidate, for the positions available each year.

Section 8: Quorum

A quorum must be attended by at least sixty (60) percent of board members for business

transactions to take place and motions to pass.

Section 9: Officers and Duties

There shall be four officers of the board, consisting of a chair, vice-chair, secretary and

treasurer. The Association President shall serve as the Chair, the Association Vice President

shall serve as the Vice-Chair, the Association Treasurer shall serve as the Treasurer and the

Association Secretary shall serve as the Secretary. Their duties are as follows:

a. The Chair shall convene regularly scheduled board meetings, shall preside or arrange for

other members to preside at each meeting in the following order: vice-chair, or

secretary.

b. The Vice-Chair shall chair committees on special subjects as designated by the board and

preside over meetings in which the chair is absent. The Vice-Chair shall be a member of

the planning committee.

c. The Secretary shall be responsible for keeping records of board actions, including

overseeing the taking of minutes at all board meetings, sending out meeting

announcements, distributing copies of minutes and the agenda to each board member, and

assuring that corporate records are maintained.

d. The Treasurer shall make a report at each board meeting. The Treasurer shall chair the

finance committee, assist in the preparation of the budget, help develop fundraising plans

and make financial information available to board member, association members and the

public as requested.

Section 10: Vacancies

When a vacancy on the board exists mid-term, the secretary must receive nominations for

new members from present board members two weeks in advance of a board meeting. These

nominations shall be sent out to board members with the regular board meeting announcement,

to be voted upon at the next board meeting. These vacancies will be filled only until the end of a

particular board member’s term or until the next annual meeting, whichever comes first.

Section 11: Resignation, Termination and Absences

Resignation from the board must be in writing and received by the Secretary. A board

member shall be terminated from the board due to excessive absences, more than two (2)

unexcused absences from board meetings in a year. A board member may be removed for other

reasons by a three-fourths vote of the remaining directors.

Section 12: Special Meetings

Special meetings of the board shall be called upon request of the Chair, or one-third of

the board. Notices of special meetings shall be sent out by the secretary to each board member at

least two (2) weeks in advance.

Section 13: Nonliability of Directors

The Directors shall not be personally liable for the debts, liabilities or other obligations of

the Corporation.

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Article V: Officers of the Association

Section 1: Designation of Officers

The officers of the Corporation shall be a president, a vice president, a secretary, an

assistant secretary and a treasurer. Any person may serve as officer of this Corporation.

Section 2: Term of Office

All officers shall be up for election or reelection during each annual meeting. An officer

may serve up to three (3) consecutive two (2) year terms.

Section 3: Resignation, Termination and Absences

Resignation from an officer’s position must be in writing and received by the Recording

Secretary. An officer may be terminated from their office due to excessive absences, ·more than

two (2) unexcused absences from executive committee meetings in a year. An officer may be

removed for other reasons by a three-fourths vote of the Board of Directors.

Section 4: Compensation

The officers shall receive no compensation except they shall be allowed reasonable

advancement or reimbursement of expenses incurred in the performance of their duties. Any

payments to officers shall be approved in advance in accordance with this Corporation’s conflict

of interest policy, as set forth in Article 8 of these bylaws.

Section 5: Vacancies

When a vacancy of an officer exists mid-term, the Recording Secretary must receive

nominations for new officers from the Board of Directors two weeks in advance of a board

meeting. These nominations shall be sent out to board members with the regular board meeting

announcement, to be voted upon at the next board meeting. These vacancies will be filled only

until the end of a particular officer’s term or until the next annual meeting, whichever comes

first.

Section 6: President

The President of the Association shall be elected by the members at the annual meeting.

The President shall be an ex-officio member of the Board of Directors and serve as the chair of

the Board of Directors, lead the Executive Committee and shall preside over meetings of the

Association, developing the agenda and notifying the Secretary of meeting dates and time for the

members of the Association. As Chair of the Board of Directors, the President shall vote only to

break ties.

Section 7: Vice President

The Vice-President of the Association shall be an ex-officio member of the Board of

Directors and shall be elected by the members at the annual meeting. The Vice-President shall

preside, in the absence of the President, over meetings of the Board of Directors, Executive

Committee and meetings of the Association. The Vice President shall chair the planning

committee.

Section 8: Treasurer

The Treasurer of the Association shall be elected by the members at the annual meeting.

The Treasurer shall serve as the Treasurer of the Board of Directors (ex -officio), Treasurer of

the

Executive Committee and shall Chair the Finance Committee.

Section 9: Secretary

The Recording Secretary shall be elected by the members at the annual meeting. The

Secretary shall serve as the Secretary of the Board of Directors (ex-officio) and maintain the

minutes of Executive Board and meetings of the Association. The Secretary shall maintain the

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records of the corporation and send out meeting announcements, minutes and copies of the

agenda in accordance with Article III Section 3 of these bylaws.

Section 10: Assistant Secretary

The Assistant Secretary shall be an ex-officio member of the Board of Directors and shall

be elected by the members at the annual meeting. The Assistant Secretary shall maintain the

member list and send acknowledgements to all who contribute to fundraising events of the

Association. The Assistant Secretary shall be a member of the Membership Committee.

Section 11: Nonliability of Officers

The Officers shall not be personally liable for the debts, liabilities, or other obligations of

the Corporation.

Article VI: Committees

Section 1: Formation

The Board of Directors may recommend the creation of committees to the membership

for a vote at the annual meeting. The Board may create special committees to meet special needs

for short term duration of less than a year. The Board of Directors will vote to appoint the chair

of these special committees.

Section 2: Executive Committee

The Executive Committee shall consist of PSMA President, Vice-President, Secretary,

Assistant Secretary, Treasurer and Committee Chairs. Except for the power to amend the

Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and

authority of the Board of Directors in the intervals between meetings of the board of directors,

and is subject to the direction and control of the full board.

Section 3: Finance Committee

The Treasurer .shall chair the Finance Committee, which includes three (3) other

members, in good standing, of the Association. The Finance Committee shall:

a. Develop and reviewing fiscal procedures.

b. Develop fundraising plan.

c. Develop the annual budget in coordination with the Board of Directors, Executive

Committee and Music Staff. The Board must recommend the budget to the

membership at annual meeting for their approval and all expenditures must be within

budget. There can be no expenditure in excess of the budget without the approval of

the Board of Directors and only when there is excess revenue. The fiscal year shall be

from July 1st through June 30th.

d. Submit required annual reports to the board, and membership, showing income,

expenditures and pending income and expenditures. The financial records of the

organization are public information and shall be made available to the membership, .

board members and the public when requested.

Section 4: Membership Committee

The Membership Committee shall consist of three (3) members, in good standing, of the

Association plus the Assistant Secretary. The chair shall be elected by the members of the

committee. The Membership Committee shall:

a. Maintain accurate records of the membership of the Association.

b. Provide CORI application forms to the members who wish to chaperone events and

track their submission to the appropriate school office.

c. Maintain a list of chaperones

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d. Set up a program of training, as needed, for volunteers for events in which the

Association participates.

Section 5: Planning Committee

The Planning Committee shall consist of three (3) members, in good standing, of the

Association plus the Vice President of the Association. The Vice President shall chair this

committee. The Planning Committee shall:

a. Determine the requirements of volunteers and chaperones needed for events and

notify and assign them. They shall coordinate with the Membership Committee to

obtain lists of volunteers and chaperones that are available.

b. Determine the supplies necessary to support events and coordinate with the Finance

Committee for funds to obtain them.

c. Assign volunteers to assist with the issuance and maintenance of uniforms and other

wardrobe. Volunteers shall follow the guidance developed by the appropriate music

director.

d. Assist the Board of Directors with preparation of a planning calendar for the

upcoming year.

e. Plan for social events and awards ceremonies.

f. Coordinate with Music Staff to determine eligibility of students for scholarships.

g. Develop and maintain a connection with the Middle School Music Staff.

Section 6: Communications Committee

The Communication Committee shall consist of three (3) members, in good standing, of

the Association. The chair shall be elected by the members of the committee. The

Communications Committee shall:

a. Develop and maintain a web site for the PSMA.

b. Develop and distribute a newsletter to the membership as requested by the Board of

Directors.

c. Develop and provide press releases to local press for activities of the PSMA.

d. Advertise the events and fundraisers of the PSMA.

e. Maintain a database of photographs of PSMA events.

Section 7: Nominating Committee

The Nominating Committee shall consist of at least three (3) members but not more than

five (5) members, in good standing, of the Association selected by the President. They shall

nominate members to serve as Officers of the Association, members of the Board of Directors

and members of Committees. The nominations shall be presented to the Board of Directors for

their approval before submission to the membership for vote at the Annual Meeting.

Article VII: Amendments

Section 1: Amendments

These bylaws may need amendment when necessary by two-thirds majority vote of the

membership of the Association. Proposed amendments must be submitted to the Secretary and

sent out with regular board of director meeting announcements. The board of directors shall

review the proposals and make a recommendation to the membership for consideration at annual

meeting.

Section 2: Review of Bylaws

The Board of Directors shall make a periodic review, a minimum of once every five (5)

years, of these bylaws and report the results of that review to the membership at the annual

meeting. If amendments are needed, they require a two-thirds vote of the membership.

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Article VIII: Conflict of Interest Policy

Section 1: Purpose

The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s

interest when it is contemplating entering into a transaction or arrangement that might benefit the

private interest of an officer or director of the corporation or any “disqualified person” as defined

in Section 4958(t)(l) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the

IRS Regulations and which might result in a possible “excess benefit transaction” as defined in

Section 4958(c)(l)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the

IRS Regulations. This policy is intended to supplement but not replace any applicable state and

federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2: Definitions

a. Interested Person. Any director, principal officer, member of a committee with

governing board delegated powers, or any other person who is a “disqualified person” as

defined in Section 495 8(f)( 1) of the Internal Revenue Code and as amplified by Section

53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as

defined below, is an interested person.

b. Financial Interest. A person has a financial interest if the person has, directly or

indirectly, through business, investment, or family:

I. An ownership or investment interest in any entity with which the

corporation has a transaction or arrangement;

Section 3:

2. A compensation arrangement with the corporation or with any entity or

individual with which the corporation has a transaction or arrangement; or

3. A potential ownership or investment interest in, or compensation

arrangement with, any entity or individual with which the corporation is

negotiating a transaction or arrangement.

“Compensation “includes direct and indirect remuneration as well as gifts

or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section

3, paragraph B, a person who has a financial interest may have a conflict

of interest only if the appropriate governing board or committee decides

that a conflict of interest exists.

Conflict of Interest A voidance Procedures

a. Duty to Disclose. In connection with any actual or possible conflict of interest, an

interested person must disclose the existence of the financial interest and be given the

opportunity to disclose all material facts to the directors and members of committees with

governing board delegated powers considering the proposed transaction or arrangement.

b. Determining Whether a Conflict of Interest Exists. After disclosure of the

financial interest and all material facts, and after any discussion with the interested person,

he/she shall leave the governing board or committee meeting while the determination of a

conflict of interest is discussed and voted upon. The remaining board or committee members

shall decide if a conflict of interest exists.

c. Procedures for Addressing the Conflict of Interest. An interested person may

make a presentation at the governing board or committee meeting, but after the presentation,

he/she shall leave the meeting during the discussion of, and the vote on, the transaction or

arrangement involving the possible conflict of interest.

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The chairperson of the governing board or committee shall, if appropriate, appoint a

disinterested person or committee to investigate alternatives to the proposed transaction or

arrangement.

After exercising due diligence, the governing board or committee shall determine

whether the corporation can obtain with reasonable efforts a more advantageous transaction or

arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under

circumstances not producing a conflict of interest, the governing board or committee shall

determine by a majority vote of the disinterested directors whether the transaction or

arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and

reasonable. In conformity with the above determination, it shall make its decision as to whether

to enter into the transaction or arrangement.

d. Violations of the Conflicts of lnterest Policy. If the governing board or committee

has reasonable cause to believe a member has failed to disclose actual or possible conflicts of

interest, it shall inform the member of the basis for such belief and afford the member an

opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as

warranted by the circumstances, the governing board or committee determines the member has

failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary

and corrective action.

Section 4: Records of Board and Board Committee Proceedings

The minutes of meetings of the governing board and all committees with board delegated

powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a

financial interest in connection with an actual or possible conflict of interest, the nature of the

financial interest, any action taken to determine whether a conflict of interest was present, and

the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to

the transaction or arrangement, the content of the discussion, including any alternatives to the

proposed transaction or arrangement, and a record of any votes taken in connection with the

proceedings.

Section 5: Periodic Reviews

To ensure the corporation operates in a manner consistent with charitable purposes and

does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be

conducted. The periodic reviews shall, at a minimum; include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on

competent survey information, and the result of arm’s-length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management

organizations conform to the corporation’s written policies, are properly recorded,

reflect reasonable investment or payments for goods and services, further

charitable purposes, and do not result in inurement, impermissible private benefit,

or in an excess benefit transaction.

Article IX: IRC 501(c)(3) Tax Exemption Provisions

Section 1: Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of

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propaganda, or otherwise attempting to influence legislation (except as otherwise provided by

Section 501(h) of the Internal Revenue Code), and this 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 provisions of these bylaws, this corporation shall not carry on

any activities not permitted to be carried on (a) by a corporation exempt from federal income tax

under Section 50l(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to

which are deductible under Section 170( c )(2) of the Internal Revenue Code.

Section 2: Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be

distributable to, its members, directors or 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 of this

corporation.

Section 3: Distribution of Assets

Upon the dissolution of this corporation, its assets remaining after payment, or provision

for payment, of all debts and liabilities of this corporation, shall be distributed for one or more

exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall

be distributed to the federal government, or to a state or local government, for a public purpose.

Such distribution shall be made in accordance with all applicable provisions of the laws of this

state.

Section 4: Private Foundation Requirements and Restrictions

In any taxable year in which this corporation is a private foundation as described in

Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for

said period at such time and manner as not to subject it to tax under Section 4942 of the Internal

Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 494l(d) of the

Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section

4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to

subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not

make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Article X: Construction and Terms

If there is any conflict between the provisions of these bylaws and the articles of

incorporation of this corporation, the provisions of the articles of incorporation shall govern.

Should any of the provisions or portions of these bylaws be held unenforceable or invalid

for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such

holding.

All references in these bylaws to the articles of incorporation shall be to the articles of

incorporation, articles of organization, certificate of incorporation, organizational charter,

corporate charter, or other founding document of this corporation filed with an office of this state

and used to establish the legal existence of this corporation.

All references in these bylaws to a section or sections of the Internal Revenue Code shall

be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to

corresponding provisions of any future federal tax code.

We, the undersigned, are all of the initial directors or incorporators of this Corporation, and we

consent to, and hereby do, adopt the foregoing Bylaws, consisting of 14 preceding pages, as the

Bylaws of this Corporation.

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