The Board of Directors shall constitute the governing body of the corporation. The Board of Directors shall manage
the business and affairs of the corporation. It shall have all powers necessary to carry out the objectives of the
corporation as set forth in Article II. The Board may accept, on behalf of the corporation, any contribution,
bequest, or devise. All Directors shall have the same powers and be subject to the same duties, as hereafter set
forth. The powers of the Directors include, but are not limited to, the ability to make ultimate decisions
regarding: the procurement and spending of financial and other resources; whether to sponsor, enter into joint
ventures with, or otherwise make agreements with other companies in conjunction with the MTSA mission; the hiring
and termination of employees, independent contractors, or other agents; and when to call special meetings. The
directors shall act only as a Board of Directors and the individual directors shall have no power as such.
Directors shall be residents of the Greater Nashville area.
The number of directors of the Corporation shall be no less than seven. Four members of the Board shall be officers
and the remainder shall be comprised of additional active Members. A majority of the Directors shall be active
Teacher Members, and the remaining Directors may be either Teacher Members or Associate Members. An Associate
Member shall not be excluded from serving as an officer based on his Membership classification as such.
3.3 Qualifications and Election.
All directors shall be active Members who believe in the Suzuki approach and elected by a majority of the
Corporation’s entire voting membership at the Annual Meeting of the membership as the Board shall determine. A
Nominating Committee will present a slate of Directors sixty (60) days prior to the Annual Membership Meeting.
Additional nominations may be made for Director by petition, signed by seven members and submitted to the President
before the Annual Meeting. Nominations shall not be accepted from the floor.
3.4 Term of Office.
Upon the adoption of these by-laws, each initial director of the Corporation, as identified in Article XII, shall
serve as a director until the election held at the Annual Meeting of 2009, except the four officers who shall serve
until the election held at the Annual Meeting of 2010. Each successor to such initial director shall serve for a
term of two years, or until his successor is elected and qualified, or until his death, resignation, or removal.
Directors may be re-elected for consecutive terms.
A vacancy on the Board of Directors occurs in the event of the death, resignation or removal of an initial or
elected director or in the event of an increase in the number of directors; and all such vacancies shall be filled
by a majority of the then remaining Board of Directors, although less than a quorum of the Board. Directors elected
to fill a vacancy shall hold office for the remaining portion of the term of the director whose death, resignation,
or removal caused the vacancy, or, in the case of an increase in the number of directors, until the Annual Meeting
of directors next following such increase or until a successor is elected and qualified.
3.6 Removal of Directors.
Directors may be removed from office as such at any time, with or without cause, upon a two-thirds vote of all of
the directors then in office. A majority of votes of the board members then sitting is sufficient to remove from
office a director who has missed three or more consecutive meetings.
Directors as such shall not receive any salaries for their services.
3.8 Annual Meeting.
A regular annual meeting of the Board of Directors shall be held on such day and at such time and place as
determined by the Board of Directors and designated in the Notice or Waiver of Notice of the meeting.
3.9 Regular and Special Meetings.
The Board of Directors may provide by resolution the time and place, within Williamson County or Davidson County,
for holding of regular meetings, other than the annual meeting, of the Board without other notice than such
resolution. The President may call, and upon written request signed by a majority of directors, the Secretary may
call, special meetings of the Board of Directors. Such meetings shall be held at such time and place, and for such
purposes, as may be designated in the notice of meeting by the person or persons calling the meeting.
3.10 Notice of Special Meeting.
Notice of special meetings of the Board of Directors shall be in writing, signed by the President or the Secretary,
and shall be served personally or sent to each director by first class mail, postage prepaid, or by electronic
mail, addressed to his last known address no fewer than ten (10) days and nor more than two (2) months before the
time designated for such meeting. All notices of special meetings shall state the time and place of such
3.11 Waiver of Notice.
Any meeting of the Board of Directors and any action otherwise properly taken thereat shall be valid if notice of
the time, place and purposes of such meeting shall be waived in writing before, at or after such meeting by all
directors to whom timely notices were not sent as provided in these by-laws.
A majority of the directors in office, present in person, constitutes a quorum for the transaction of business at
any meeting of the Board of Directors, but a smaller number may adjourn any such meeting to a later date. At least
two days’ notice of such adjourned meeting shall be given in the manner provided in paragraph 3.10 of this Article
to each director who was not present at such meeting unless such directors shall waive notice thereof.
3.13 Action by Majority Vote.
Except as otherwise expressly required by law or these by-laws, the act of a majority of the directors present at a
meeting at which a quorum is present and at which either the President or Vice-President, as defined in Article IV,
is presiding shall be the act of the Board of Directors.