Bylaws

The Phoenix Conservatory of Music, Inc. (PCM)
Bylaws

I. Purpose

• Music increases the individual capacity to learn and be a life long learner.
• Music and Movement, along with Arts and Academic Integration, is a tool to teach and learn through.
• With Quality Standards based programming, individual, family and community potential can be built.
• Music is an inherent part of being human, and that the appreciation of, enjoyment in, and creation of music should be a part of daily life.

It is our vision to:

• Advance the love of music
• Give children opportunities they would otherwise not be given
• To build the citizen artist who actively participates in music; directly improving their quality of life
• Expose people, especially children and families, to a well rounded music education
• Be a primary resource for schools and fill the gap of music education where needed by providing direct programming, professional development for educators, and arts and academic integrated programs.
• Feed the creative juices of our community and have a measurable impact on creating positive pathways for expressions, especially for children.

PCM, Inc. operates as non-profit charitable educational institution under the guidelines of the State of Arizona and the IRS code 501(c)(3) and is eligible to receive tax-deductible contributions.

II. Registered Office

The Phoenix Conservatory of Music
PCM Headquarters
3106 West Thomas Road, Suite 1107

Phoenix, Arizona 85017

602.997.9915 PCM Cell Phone

602.353.9900

1-877-576-0923

www.phoenixconservatoryofmusic.org

info@phoenixconservatoryofmusic.org

Mailing Address:

The Phoenix Conservatory of Music

PO Box 1163

Litchfield Park, Arizona 85340

III. Admissions Policy:
The Conservatory has a non-discriminatory policy and admits students of any race, religion, sex, ethnic or national origin to all rights, privileges, programs and activities generally accorded or made available to students of the conservatory.

The Conservatory does not discriminate on the basis of race, religion, sex, ethnic or national origin in administering its educational policies, hiring practices, scholarships, loan or sponsorship programs or any other conservatory-administered programs.

Through aggressive fund raising campaigns to raise funds for scholarships, loans and private sponsorship, PCM will attempt to offer relief to the poor and underprivileged students who wish to have access to our services.

Our non-discriminatory policy will encourage a non-prejudice atmosphere which will be enhanced by courses such as World Music presentations and mixed instrument / mixed age ensembles performing multicultural music. PCM, Inc. supports the ideal that music is a universal language and a valuable means of communications between all peoples

By giving youth a goal and purpose through quality music education in a friendly supportive environment, PCM, Inc. will be offering a valuable alternative to juvenile delinquency.

Class sizes range from Director determined minimum to no more than 15 students allowing more positive and productive teacher student exchange, offering a substantial advantage over public school classrooms that range from 20-35 students; unless otherwise accepted for business practice in alternative learning situations (professional development, in school residencies, after school programs, etc.)

IV. Board of Directors

The Board of Directors is the main governing structure of PCM, Inc. The Board represents the moral ownership and will carry out its job with discipline. The Board will emphasize strategic rather than short-term issues, policy rather than single events, and group rather than individual decisions. Therefore, it shall educate itself regarding the values held by the persons it represents and shall act always under the influence of those values. The Board shall have full power to establish and/or change the policies for conduct, management, and direction of the business and affairs of the corporation. The Board shall make such revisions and policies known through printed documents, meetings and conferences as deemed appropriate. Board members are obligated to prepare for meetings and to participate productively in discussions within honorable and ethical boundaries.

The Board may submit proposals for policy and decision-making and may vote on policies.

At lease once per year, the Board shall disseminate a statement of its values and give an accounting of its financial resources and the extent to which these funds have been translated into service according to guidelines set by the Arizona Corporation Commission and IRS code 501 (c) 3.

Executive Sessions: Any board member may call for an executive session. These"executive sessions" are for the sole purpose of establishing policies directly related to the function and operations of PCM, Inc. as a charitable educational organization.

All policies, policy changes, decisions and changes to these bylaws must be passed by a majority vote of the Board of Directors. A majority vote must be more than 70% of the members present. There must be a quorum of at least 6 members, (at least 4 Board members and 2 Advisory Board members) to call for a vote or conduct business.

Meetings: The Board shall meet at least every two months, at an agreed upon time and place with the exception of "executive sessions" and unforeseen situations needing Board approval. Contact may be made in person, by regular U.S. Post or by e-mail depending on the situation at hand.

Votes may be tallied via e-mail and reported to the secretary in a timely manner.
Meetings are open to the public with the exception of "executive sessions" officially announced by the President of the Board.

Terms: All Board members shall serve agreed upon terms upon signing a board member contract, but are eligible for reelection.

The Board of Directors will consist of the following:

President: Facilitate meetings and help the secretary establish agendas, present policies and decisions and call for votes, serving as the chair of the Board of Directors. The President is to ensure the integrity of the Board process, including the effectiveness of meetings and the Boards adherence to its own rules. Only decisions of the Board acting as a body are binding on the President.

The President shall sign, execute and acknowledge, in the name of the corporation, all deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Directors. In the case of board members or committees requesting information, assistance or project funding without Board authorization, the President can refuse the request if - in the Presidents judgment- the material request, staff time, and/or amount of funds are unreasonable or the request is disruptive.

Vice President: Assist the President as needed in all affairs relevant to the continued success of PCM, Inc. The Vice President shall act in the absence of the President, in such case the Vice President shall sign, execute and acknowledge, in the name of the corporation, all deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Directors as well as and assist in the monitoring process.

Secretary: Keep the minutes of each meeting and report the minutes at the beginning of each meeting. The secretary may send out meeting announcements, distribute copies of minutes and the agenda to each Board member and assure that corporate records are maintained. Notice for meetings must be two weeks in advance. The secretary, by affixing his or her signature, shall attest formally to the legitimacy of the Boards documents. The Secretary is to work directly with the President and Vice President in setting meeting agendas.

Treasurer: The treasurer is to assist the Executive Director and management staff with maintaining accurate records of payments and donations to PCM, keeping records of expenditures and costs, distributing receipts and reporting account balances at board meeting. All records of donations, bequests, gifts, etc. are to be maintained by the Treasurer of the Board of Directors. The Treasurer shall chair a finance committee, assist in the preparation of the budget, help develop fund raising plans, assist with tax document preparations and make financial information available to the Board, members and the public. Assist the Executive Director with the Arizona Corporate Commission Report, the IRS 990 and the AZ form 99.

Monitor: Determines the extent to which Board policies are being fulfilled.

Public Relations: Media representative: Point of contact for the media. This position may be served by the Executive Director, the President or the Vice President of the Board when vacant.

Fund Raising Coordinator: Co-ordinate efforts on the part of all Board members, faculty, staff, volunteers and support personnel to raise funds for the continued operation of PCM and its programs.

Legal Advisor: A member of the legal profession that has full knowledge of the legal operations of a non-profit educational institution and an interest in supporting the mission of PCM. The legal advisors job is to advise the Board of Directors and the staff on matters pertaining to the ethical operations of PCM.

Advisory Board
The Advisory Board may submit proposals for policy and decision-making and may vote on policies with the exception of "executive sessions". Meetings are open to the public except when "executive sessions" are officially announced by the President of the Board. (Any Board member may call for an executive session). These "executive sessions" are for the sole purpose of establishing policies directly related to the function and operations of PCM, Inc. as a charitable educational organization.

Board members are obligated to prepare for meetings and to participate productively in discussions within honorable and ethical boundaries.

The Advisory Board will consist of local professionals with an interest in PCM, Inc.'s mission and continued success. Advisory board members may vote on general elections and board policies. PCM faculty and staff may serve on the Advisory Board but are generally not eligible to hold office, (i.e. President, Vice President, Secretary or Treasurer) on the Board of Directors to avoid conflict of interest issues with the volunteer status of the Board of Directors. The only exception to this rule at this time is the office of Executive Director. If the Executive Director is not paid a full salary for his/her duties, he/she may serve as President of the Board of Directors. Once a full salary is paid to the Executive Director she must step down, as President of the Board of Directors to avoid any conflict of interest issues and a new President shall be elected.

PCM students, spouses and parents are eligible to serve on the Board of Directors and to hold office.

Business Advisors: Interested parties willing to give their time and expertise to volunteer to promote the exempt purpose of PCM while helping PCM maintain proper business protocols.

Faculty Liaison: A faculty member who agrees to speak on behalf of the faculty at Board meetings and who serves as a contact person for faculty questions and concerns.

Faculty Representatives: Faculty members who wish to volunteer time to promote the exempt purpose of PCM and to help shape policies and procedures from the faculty perspective.

Student Representatives: up to two positions. These positions are to be held by adult students over 21 years of age who have an interest in the organizational decisions made by the board and who can bring the student perspective into focus.

These Volunteer Positions will be assigned by majority vote once a year in May or as deemed necessary due to resignation or any unforeseen reasons.

Vacancies: When vacancies on the Board exists, nominations for new members may be received from present Board members and delivered to the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with announcements to be voted on at the next Board meeting or via e-mail if sufficient information on the candidate is available and the board members have met the candidate in person.

R

resignation, Termination and Absences: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dismissed from the board for excess absences from Board meetings (two unexcused absences from Board meetings in one year). A Board member may be removed for other causes by a three-fourths vote of the remaining board members according to the policies set forth in the PCM Employee and Volunteer Handbook.

Alternates: In the event that a board member is unable to attend a given board meeting, an alternate may be sent as his or her representative. The designated alternate shall be subject to all duties, responsibilities and restrictions of the elected board member as provided in these bylaws and shall be entitled to all privileges described therein for the meeting in which he or she serves as alternate.

Absentees: In the event of a board member being absent for a given board meeting without prior notice (unexcused), or sending an alternate (excused) the Board President may assign duties as deemed necessary to the membership present. Any person appointed by the President may act as recording secretary of the meeting in the event of the Secretary's absence. The Board may create committees as needed, such as fund raising, housing, etc. The Board President appoints all committee chairs.

V) Statement of Ethics

A)    All parties involved with the operations of PCM, Inc. and its Board of Directors, faculty, staff, support personnel and volunteers should strive to maintain a positive public image and create a favorable and harmonious environment in which to work and study. Paid staff, members and volunteers shall not be subjected to unfair, undignified, or unsafe treatment. No person associated with PCM, Inc. may endanger the organizations image or credibility, particularly in ways that would hinder the accomplishment of the mission.

B)   
Accordingly he or she may not:
1) Create the perception of conflict of interest.

2) Distribute documents of poor appearance or with inaccurate, misleading or politically insensitive content.

3) Present themselves (their person) as a representative of PCM in any way that could be perceived as a poor, unclean or unkempt appearance.

4) Willfully expose the organization, its Board, faculty, staff or support personnel to claims of liability.

5) Fail to protect intellectual property, information and files from loss or significant damage or unauthorized duplication.

6) Receive, process or disburse funds under controls which do not meet with the Boards standards, including acquiring or disposing of real property.

7) Inadequately maintain, unnecessarily risk, or leave unprotected, any assets.

8) Interact with the public media, press or other such entities unless specifically authorized to do so by the Board of Directors. All inquiries should be directed to the public relations representative of the Board of Directors.

C) No party involved with the operations of PCM, Inc. and its Board of Directors, faculty, staff, support personnel and volunteers may jeopardize the long-term financial strength of PCM, Inc. Accordingly he or she may not:

1) Cause PCM to incur indebtedness other than trade payables incurred in the ordinary course of doing business.

2) Use cash advances from PCM funds other than for normal operating expenses.

3) Use restricted contributions for any purpose other than that required by the contribution. The Board must approve specific requests for equipment donations.

4) Settle payroll and debts in other than a timely manner.

5) Allow receipts and expenditures to deviate from Board-stated priorities, Arizona state corporate laws and IRS code 501(c) (3).

6) Allow the reserves in the general fund to fall below two months of operating expenses requirements without board notification.

D) All parties involved with the operations of PCM, Inc. and its Board of Directors, faculty, staff, support personnel and volunteers are expected to be honorable and ethical in the practice of their profession. Accordingly they should follow these guidelines:

1) Individuality will be a matter of respect and tolerance.

2) Discrimination on the basis of race, sex, age, color, religion, disability, ethnic or national origin will not be practiced or tolerated and is grounds for having membership or position revoked or dismissal. PCM, Inc. does not discriminate on the basis of race in administering its educational policies, hiring practices, scholarship, loan and sponsorship programs or any other school administered program.

3) Sexual discrimination and harassment will not be tolerated and is grounds for having membership or position revoked or dismissal.

4) All personnel (paid and volunteer) should take responsibility and take any reasonable steps to protect faculty, staff, and students and support personnel from any unsafe or unhealthy conditions.

5) All personnel (paid and volunteer) should notify the Board of any possible problems or negative publicity immediately.

6) Board members should avoid presenting information to the Board in a complex or lengthy manner.

7) Board members should attend to assignments in a timely manner and comply with all Board policies.

8)The physical environment of PCM is to be clean, uncluttered, a esthetically pleasing, well maintained and accessible.

E) Grievance Policy: In the event of any grievance the following steps should be taken.

PCM encourages individuals to come forward with credible information about illegal practices or violations of adopted policies of the organization.

Step 1- Make an honest attempt to solve the problem by means of direct contact with the parties involved.

Step 2 - If step one is unsatisfactory, both parties must air their grievance with the President of the Board and he or she will attempt a solution.

Step 3- If step 2 is unsatisfactory, a grievance committee will be formed to solve the problem. The committees decision is final and appeals may only be made if new facts come to play or if unfair treatment is suspected.

F) Conflict of Interest Policy: 

            The standard behavior at PCM is that all staff, volunteers, and board members scrupulously avoid conflicts of interest between the interests of PCM on one hand, and personal, professional, and business interests on the other.  This includes avoiding potential and actual conflicts of interest.  All staff, volunteers, and board members accept that the purpose of this policy is to protect the integrity of PCM's decision making process, to enable our constituencies to have confidence in our integrity, and to protect the integrity and reputations of volunteers, staff, and board members.

Specifically:

            Upon or before election, hiring, or appointment the PCM volunteers, staff, or board member will make a full written disclosure of interests, relationships, and holdings that could potentially result in a conflict of interest.  This written disclosure will be kept on file and will be updated by the volunteer, staff, or board member as appropriate.

In the course of meetings or activities, the PCM volunteer, staff or board member will disclose interests in a transaction or decision where a family member, significant other, employer, close associate, or self will receive a benefit or gain (including personal business or other non-profit affiliations).  After disclosing the information, PCM volunteers, staff, or board members will be asked to leave the meeting/activity place for discussion and will not be permitted to vote on the item in question.

PCM volunteers, staff, or board members understand that this policy is meant to supplement good judgment, and it will be respected in its spirit as well as its wording.

VI) Amendments: These Bylaws may be amended by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to record and then delivered to all voting board members for approval. Documents may be distributed through the regular US postal service, electronic mail, fax or hand delivered. In the event that a vote must be called and a regular board meeting is deemed unpractical due to time restrictions, votes may be received and tallied in the same fashion as listed above and reported to the Secretary to be recorded.

These Bylaws were approved at a meeting of the Board of Directors of The Phoenix Conservatory of Music, Inc. on May 23, 1998.
Amendments (new headquarters address, membership information and general format editing) were approved by majority vote Nov. 16, 1998.
Amendments (updates and clarifications) April 15, 2000
Amendments (new headquarters address, membership information and general format editing) March 2002

Amendments (new headquarters address, mailing address and general format editing made December 2004

Amendments (new headquarters address)

August 2005

Amendments (conflict of interest, board terms, statement of encouraging people to come forward, director decision on program size, board notification of budget)  January 06, 2007