Keeping Current: Proposed Changes to the AMTA Articles of Incorporation and Bylaws
Mary Ellen Wylie
President Elect of AMTA
At the General Business meetings in Atlanta next month, I will be bringing to the membership proposed changes to the Articles of Incorporation and to the AMTA Bylaws. Both documents are important to AMTA, and when changes or amendments are needed, the AMTA membership votes. Amendments to the Bylaws are a common item on the General Business meeting agenda, but amendments to the Articles of Incorporation are not. I thought I would take this opportunity to discuss amending these documents.
ARTICLES OF INCORPORATION
AMTA is a 501(c)(3) tax exempt organization. Articles of Incorporation are a legal document governing the management of a corporation. Nonprofit articles contain the organization's basic information (name, registered agent, office address, etc.) along with tax exempt information. The Articles of Incorporation are filed with a state, and AMTA was incorporated in the state of Michigan. The last time the Articles of Incorporation were amended was in 1998 when unification produced the new organization; the only amendment filed that year was the name of the new organization.
The AMTA attorneys suggested revisions be made to two areas of the Bylaws and to the Articles of Incorporation due to the FIN 48 review process. The FIN 48 review requires that tax exempt organizations identify whether or not the revenue they receive is taxable. Part of that review includes determining whether certain tax exempt language is part of the Bylaws and/or Articles of Incorporation of the organization. Current required language was not a stipulation at the time AMTA was originally deemed a 501 (c)(3) organization. Our Executive Director and our attorneys would like to incorporate this language now so that we are "up to speed" with current requirements and best practices.
I will be proposing changes to Article II and Article IX of the Articles of Incorporation. The current wording of Article II identifies the purpose or purposes of the corporation as "The progressive development of the use of music in medicine, and the advancement of research, interests, and standards of music therapy, including the printing and publication of such pamphlets and books related to these subjects as may appear from time to time to be necessary and desirable." As you can see, the wording is dated and limiting.
I will be proposing the adoption of a new Article II. New language includes the updated purposes of AMTA.
Article II. The purposes for which the corporation is formed are:
a. To promote sound clinical treatment and ethical practices, regarding the use of music to restore, maintain, and improve the mental and physical health of all persons.
b. To establish and maintain education and clinical training standards for persons seeking to be credentialed music therapists.
c. To provide to the public educational information regarding music therapy.
d. To engage in research in music therapy
Currently Article IX of the Articles of Incorporation specifies members have rights and powers ". . . to be governed by the by-laws and rules and regulations . . . with particular reference to a certain set of articles entitled ‘Constitution of the National Association for Musical Therapy’ . . . ." Not only has the name of the organization changed, but no longer is there a Constitution. The detail in the proposed seven sections below matches current required information that must be provided when a new organization applies for incorporation. I will also be proposing the adoption of the new Article IX, and the proposed changes are:
Article IX.
Section 1. Rights and powers of members are governed by the Bylaws and rules and regulations adopted by the Board of Directors.
Section 2. In order to accomplish its charitable and educational purposes, and for no other purpose or purposes, this corporation shall have the powers granted to nonprofit corporations by Section 261 of the Michigan Nonprofit Corporation Act (Act 162 of 1982), Michigan Compiled Laws §450.2261, and may do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of this corporation; provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.
Section 3. No part of the net income of the corporation shall inure to the benefit of directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the mission and purposes set forth in Article II.
Section 4. No substantial part of the activities of the corporation shall be carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in any political campaign on behalf of or against any candidate for public office.
Section 5. At any time during which it is deemed a private foundation, the corporation shall not engage in any act of self-dealing as defined by Section 4941(d) of the Internal Revenue Code of 1986; the corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986; the corporation shall not own any excess business holding that would subject it to tax under Section 4943 of the Internal Revenue Code of 1986; the corporation shall not make any investments in such manner as to subject it to the tax imposed by Section 4944 of the Internal Revenue Code of 1986; and the corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986. Any reference in these Bylaws to any section of the Internal Revenue Code of 1986 shall be deemed to incorporate by reference the corresponding provisions of any subsequent federal tax laws.
Section 6. Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, the corporation shall not conduct any activities not permitted under Section 501(c)(3) of the Internal Revenue Code of 1986, or by an organization contributions to which are to be deductible under Section 170©(2) of such Code.
Section 7. Upon the dissolution of the corporation the assets shall be distributed exclusively for its charitable and educational purposes or to organizations which are then exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code of 1986, to which contributions are then deductible under Section 170(c)(2) of such Code, and which have purposes similar to those of the corporation.
PROPOSED AMENDMENTS TO THE AMTA BYLAWS
I will be bringing a few proposed amendments to the Bylaws; however, I wanted to present the two substantive proposed changes. The first substantive change involves Article II, Purposes and Goals. Based on a recommendation from the AMTA attorneys, revisions to this Article are proposed in order to have language that is "up to speed" with current requirements and best practices. In the proposed new Article II, the mission statement of AMTA and a delineation of the organization’s purposes are provided.
The current wording of Article II is:
Article II. Purposes and Goals
Section 1. The purpose of the Association is to advance music therapy and to increase access to quality music therapy services.
a. The Association strives to improve and advance the use of music, in both its breadth and quality, in clinical, educational, and community settings for the betterment of the public health and welfare.
b. The Association serves as the primary organizational agency for the advancement of education, clinical practice, research, and ethical standards in the music therapy profession.
Section 2. The purpose is carried out in a nonpartisan, nonsectarian manner, with equal opportunity being given to all, regardless of race, religion, gender, disability, age, veteran status, sexual orientation, ethnicity, or national origin.
Section 3. The goals of the Association are those which support music therapy most effectively in restoring, maintaining, and improving the mental and physical health of all persons. These goals are derived from the above purposes and are expressed in the addendum to this document titled "Purposes and Goals of AMTA."
The proposed new wording to Article II is:
Article II. Mission and Purposes
Section 1. The mission of the Association is to advance music therapy and to increase access to quality music therapy services. The Association strives to improve and advance the use of music, in both its breadth and quality, in clinical, educational, and community settings for the betterment of the public health and welfare.
Section 2. The purposes for which the corporation is formed are:
a. To promote sound clinical treatment and ethical practices, regarding the use of music to restore, maintain, and improve the mental and physical health of all persons.
b. To establish and maintain education and clinical training standards for persons seeking to be credentialed music therapists.
c. To provide to the public educational information regarding music therapy.
d. To engage in research in music therapy
Section 3. The Association will conduct all of its programs and activities in a nondiscriminatory manner with equal opportunity being given to all, regardless of race, religion, gender, disability, age, veteran status, sexual orientation, ethnicity, or national origin.
The other substantive change concerns the Addendum found at the end of the Bylaws. The Addendum, which is sub-titled "Purposes and Goals of AMTA," was included in the former NAMT Constitution and Bylaws. At the time of unification those charged with revising the Constitution and Bylaws did talk about deleting the Addendum. According to Dr. David Smith, who was involved in revising the documents, the committee "decided to wait and live with it [the Addendum] a while as AMTA before taking action." The AMTA attorneys recommend removing the Addendum from the Bylaws. The proposed amendment will be to delete the entire Addendum, "Purposes and Goals of AMTA from the Bylaws." The entire Addendum is presented here.
Addendum
Purposes and Goals of AMTA
I. To improve and advance the use of music, in both its breadth and quality, in medical, educational, and community settings for the betterment of the public health and welfare by
A. establishing, maintaining, and improving standards for the education and training of music therapists;
B. establishing, maintaining, and improving standards of treatment and service in music therapy;
C. establishing, maintaining, and improving standards of ethical conduct for music therapists;
D. encouraging, developing, and promoting research, both theoretical and applied, in music therapy;
E. encouraging, developing, and promoting a body of literature in, and related to, music therapy; furthering the practice of music therapy in all parts of the country and the world, and enhancing its value and influence by the promotion of knowledge and understanding of its objectives and methods both inside and outside the profession;
F. providing a central agency for collecting and disseminating information related to music therapy;
G. encouraging and assisting persons in preparing, qualifying, and establishing themselves in music therapy practice.
II. To serve as the primary organizational agency for music therapy professionals by
A. interpreting the services of the profession to other professional disciplines and the public at large;
B. interpreting the attitudes and opinions of both other professional disciplines and public at large toward the music therapy profession and its services;
C. obtaining increased employer acceptance of music therapy and music therapists, thereby stimulating employment of music therapists in old and new areas by winning friendship, understanding, and respect, and by improving services;
D. caring for numerous functions concerning the profession which cannot be achieved without national or world level considerations;
E. providing channels for the exchange of ideas, advice, guidance, information, and professional experience within and without the profession at local, regional, national, and international levels;
F. representing the interests of music therapists in matters which relate to job markets, salaries, personnel practices, and fringe benefits;
G. representing music therapists in legislative matters at local, state, and national levels;
H. preserving the rights of music therapists to engage in music therapy procedures for which they are qualified by training and experience;
I. reviewing and seeking solutions to problems affecting music therapy practice common to various settings throughout the country and the world.
III. To develop, maintain, and seek continually to improve an organizational structure for the self-governance of the members of the music therapy profession by
A. recognizing that national strength depends ultimately on individual members and must thus provide a governing structure which will make the channels of individual effort maximally visible and attainable;
B. permitting, encouraging, and assisting establishment of local, state, and regional organizations which will contribute to, and be strengthened by affiliation with, the national Association;
C. recognizing that strong regional organizations provide a most effective means of contact with individual members and must therefore provide structures which make maximum use of that strength recognizing that national strength depends ultimately on individual members and must thus provide and give both equal and proportional representation to the regions in the national governance;
D. delineating clearly legislative (policy formulation), executive (procedure formulation), and judicial (ethics and standards formulation) structures in an optimal system of checks and balances responsive to the needs of the Association, its members and affiliate organizations, and the public at large;
E. providing a system for election and appointment of officers and committee personnel which recognizes and uses appropriate combinations of age, experience, areas of concern, and philosophical and psychological orientations, but of most importance, recognizes those who have proven themselves by their willingness to serve and their effective past performance;
F. providing a system of training members for positions in the governance of the Association requiring experience to be gained through local and regional to national positions;
G. establishing and guiding a management system for the conduct of the business of the Association which is optimally responsive to the needs of its members, the Association, and the public at large;
H. obtaining or creating income to allow sufficient resources which will permit the Association to accomplish its purposes and objectives;
I. providing services to members, and prospective members, such as supplying guidelines for establishing educational programs, clinical training programs, and affiliate organizations, and for assessing the quality of profession registries, and membership lists;
J. controlling its management so that no part of its earnings shall inure to the use or benefit of any individual, and so that the Association shall not engage in any practices or activities that are not permitted by Internal Revenue Service Code 501(c)(3).
As you review this information, I welcome your thoughts and questions. It is important to keep the legal and procedural documents of AMTA current. It is also important that all of us know about changes such as these.