|BOARD OF DIRECTORS
The Board of Directors is NPM’s governing and policy-making body. Its five members, together with the NPM President, set the direction for the work of the Association. The members of the Board are elected by the NPM Council.
Mr. Jeremy Helmes, Chair
Sr. Kathleen Harmon, SNDdeN, Ph. D.
Ms. Meg Matuska
Ms. Mary Prete
Mr. Dan Wyatt
Non-voting Board Members
Rev. Msgr. Richard B. Hilgartner
Mr. Steve Petrunak
The NPM Council has two purposes: to elect members to the Board of Directors and to advise and guide the Board on the direction of the Association. The Council is composed of one representative from each division and standing committee. It also includes a number of representatives elected by the members of NPM by mail ballot. Some of the elected members serve as chairs of committees of operation.
The Association President and the NPM Board members also serve on the NPM Council without a vote.
The name of this association shall be the National Association of Pastoral Musicians (NPM).
A. Providing education, formation, and mutual support for pastoral musicians and clergy;
B. Providing a forum for advocating musical excellence in liturgical celebrations;
C. Assisting dioceses and worshiping communities in ongoing liturgical renewal through the promotion of excellence in pastoral music.
2. All Board members, Council members, and Chapter Directors must be active members of the Association and maintain their membership through the length of their term of office.
A. Five members elected by the NPM Council for a term of four years as determined by the Bylaws. In 2003 the term of three members shall expire and in 2005 the term of two members shall expire. Election of members and terms of members shall continue in the same alternating pattern. The members of the board shall elect a chair to a two-year term as determined by the Bylaws, and a vice-chair to a two-year term to officiate in the absence or disability of the chair.
B. The chief executive officer, i.e., the president, who shall be a non-voting member of the board.
2. Board members may be elected by the NPM Council to serve a second four-year term. No voting board member, including the chair and vice-chair, may serve on the board longer than two successive terms.
3. The purpose of the board shall include:
A. To preserve and develop the mission of the National Association of Pastoral Musicians;
B. To establish policies which reflect the interests, concerns, and directions of the membership and the NPM Council;
C. To assume responsibility for the employment and discharge of the chief executive officer, i.e., the president of the association.
4. Meetings of the board of directors shall be held at least once a year at such time and in such place as may be determined by the board.
5. The board shall hold such other meetings as may be called by the board, the chair of the board, the president, or any three members of the board at such times and places as may be fixed by those calling the meeting.
6. At any meeting, any business of any nature may be considered and acted on, except as otherwise provided in the Bylaws, the Articles of Incorporation, or the Constitution.
7. Written notice of each meeting of the board shall be sent to each board member, addressed to the office or residence of each board member, not less than seventy-two hours before the time of the meeting. Notice shall be sent at the direction of the person or persons calling the meeting.
8. At any meeting of the board, a quorum shall consist of at least one-half of the voting board members in office at the time. Except as otherwise provided in the Bylaws, the Articles of Incorporation, or the Constitution, a vote of a majority of the board members eligible to vote and present at the meeting at which a quorum is present shall be the act of the board of directors.
9. Any action which may be taken at any meeting of the board of directors may be taken without a meeting upon the unanimous written consent of all the board members entitled to vote with respect to the subject matter thereof.
10. Except in the case of death, resignation, incapacity, or removal, board members shall serve for a term of four years, beginning on January 1 of the year following the national convention at which elections are held. Any vacancy on the board or in an office of the board may be filled for the unexpired term by election of the board of directors.
11. Any board member may submit his or her written resignation at any time by filing it with any officer other than himself or herself.
A. the chair of each interest section;
B. councilors with specific responsibilities as specified in the Bylaws, not to exceed eight members;
C. councilors-at-large, not to exceed eight members, as specified in the Bylaws;
D. and, ex officio, the president of each division and one representative of the NPM national staff.
E. All members of the NPM Board of Directors are required to attend the NPM Council meetings and are non-voting members of the Council.
2. The purpose of the NPM Council is:
A. to elect the NPM Board of Directors;
B. to surface issues and concerns regarding the various constituencies of the association;
C. to serve as an advisory body for the NPM Board of Directors and President.
3. Term of Office
A. The chair of each interest section serves according to each interest section’s charter.
B. The elected councilors (see Article V, 1B and 1C) serve for a term of four years, with a maximum of two consecutive terms.
C. The term for the ex-officio representatives from the divisions is determined by each group’s charter.
D. The term for the ex-officio representative from the NPM staff is determined by the personnel policy.
4. Any vacancy occurring among the council should be filled by the NPM board of directors during the year and until the next election, unless otherwise specified in a group’s charter, or, for the ex-officio NPM staff representative, by the personnel policy.
A. To preside at the annual meeting of the association;
B. To serve as the representative of the association at association functions;
C. To oversee the day-to-day operations of the national office and to serve as the chief executive officer;
D. To serve, in a cooperative function, with the NPM Board of Directors in fulfilling the purpose of the association as defined in Art IV, 3.
2. Bylaws or amendments to the Bylaws must be proposed by the NPM Board of Directors, circulated to the NPM Council members for comment at least one month prior to voting, and then approved by the board of directors. This voting may take place either at a regular meeting of the board of directors or by mail.
2. Proposed amendments to the Constitution must be approved by the NPM Board of Directors, circulated to the NPM Council, and circulated to the members of the association through Notebook or other publication of NPM at least one month prior to voting. The joint voting may take place either at a regular meeting of the NPM Council with the NPM Board members voting or by mail.
1. Annual meetings of the association shall be held each year at a time and place to be determined by the NPM Board of Directors.
Board of Directors
2. Meetings of the board of directors shall be held at such time and in such place as may be determined by the board. The agenda of these meetings will be drawn up by the chair of the NPM Board in consultation with the President of the Association. The chair may invite to meetings of the NPM Board of Directors any person or representative of an organization as deemed useful or necessary.
3. The NPM Board may establish or dissolve divisions, councils, committees, and interest sections as needed.
4. The NPM Council shall meet in conjunction with each national convention. Special meetings of the NPM Council may be called by the chair of the NPM Board and the consent of three NPM Board members and three NPM Council members.
5. The chair of the NPM Board of Directors shall serve as chair of the NPM Council.
6. Youth Representative. In each odd numbered year the Chair of the Interest Section for Youth nominates a youth representative to the NPM Council for appointment by the President. The youth representative shall serve a two-year term, renewable once, beginning on January 1 of each even-numbered year and must be at least 16 and no more than 22 years of age at the beginning of each term of office.
7. Councilors shall be appointed by the President, with confirmation by a majority vote of the Board of Directors, to chair the following committees (see Article V, 1B): Music Industry, Publications, Education, Certification, Finance, and Chapters.
8. The interest sections of NPM shall be determined by the NPM Board of Directors.
9. Each interest section shall conduct its business according to the NPM Bylaws and a charter and Bylaws approved by the NPM Board of Directors.
10. Each interest section may be guided by a steering committee in accordance with its charter and bylaws.
11. Each NPM interest section shall have a chair appointed by the NPM President for a term of four years. For interest sections guided by a steering committee, the chair may be nominated by the committee for appointment by the NPM President. Interest section chairs may not serve more than two successive full terms. Except in case of resignation or other extraordinary circumstance, the term of interest section chairs shall begin on January 1 of odd-numbered years.
12. Steering committees of interest sections may have no fewer than four members and no more than twelve. Steering committee members are appointed by the NPM President upon the recommendation of the interest section chair. Steering committee members may not serve more than two successive full terms. Except in the case of resignation or other extraordinary circumstance, the term of steering committee members shall begin on January 1 of odd-numbered years.
13. There shall be a division for Directors of Music Ministries, open to professional pastoral musicians who hold or share the primary responsibility for music in a variety of settings - parish, diocesan, and other church institutions.
14. The divisions shall conduct business according to their Charters and Bylaws approved by the NPM Board of Directors.
15. The chapters shall conduct their business according to their Charters approved by the NPM President.
16. The National Committee for Chapters (see no. 7) shall coordinate the establishment of new chapters and guide the development of existing chapters.
17. The chief executive officer shall have the responsibility of preparing the annual budget of the association, to be presented to the board of directors for review and approval.
18. The chief executive officer, acting as treasurer, shall be the custodian of the annual budgeted funds of the association. He/she shall discharge all duties common to the office of treasurer. The treasurer’s accounts shall be subject to annual audit, and this audit shall be submitted to the board of directors.
19. The fiscal year of the association shall be January 1 to December 31.
20. The basic dues for the association in each category shall be established by the NPM Board of Directors.
21. The NPM Board of Directors shall adopt an official seal for the association.
22. The association shall have the following types of membership:
A. Parish Members: Parishes or individuals directly or indirectly involved in promoting the objectives of the association are eligible for membership in accordance with the Bylaws of the association.
B. Individual Members: Individuals directly or indirectly involved in promoting the objectives of the association are eligible for membership.
C. Diocesan Offices: Diocesan offices directly or indirectly involved in promoting the objectives of the association are eligible for membership.
D. Sustaining Members: Persons interested in supporting the association are eligible for sustaining membership.
E. Contributing Members: Persons interested in supporting the association are eligible for contributing membership.
F. Business Members: Companies interested in supporting the association are eligible for business membership.
G. Youth Members: Persons age twenty-one and younger or enrolled as full-time undergraduates in an academic institution may apply for youth membership.
H. Seminarians and Religious in Formation: Students in Catholic seminaries and men and women in houses of formation (novitiates, etc.) operated by Catholic religious orders.
I. Complementary Members: The NPM Board of Directors or the President of the association may name honorary members to the association.
J. Retired/Senior: Retired persons 65 years of age and older.
23. All members are entitled to the periodical publications of the association.
24. All members shall have voting rights in the Association.
25. As circumstances warrant, the Board of Directors may add additional categories of membership or delete those that are no longer appropriate to the needs of the association.
Election of NPM Council
26. Every two years the membership of the association elects half of the NPM Council members at-large.
27. The chair of the NPM Board of Directors serves ex-officio as chair of the NPM Council Nominating and Election Committee.
28. The chair of the NPM Council Nominating and Election Committee appoints two additional members to the Council Nominating and Election Committee. One of these additional members must be from the NPM Council.
29. The NPM Council Nominating and Election Committee nominates two candidates for each Council member at-large.
30. The candidates are asked to submit a position statement about the association.
31. Councilors elected at large, shall begin their terms on January 1 of odd numbered years (see Article V, 1B and 1C).
Election of the NPM Board of Directors
32. At the national convention during odd numbered years, the NPM Council elects two or three NPM Board members at-large. These members are elected from a ballot proposed by the NPM Board Nominating and Election Committee. The NPM Nominating and Election Committee must include in its slate of candidates any member proposed in writing by five members of the NPM Council at least sixty days before the election. The slate of candidates may include any former Board member who has completed a term of office as specified in Article IV.2. of the Constitution, provided that person has not served on the Board for a period of four years (one full term) after the completion of the specified term. The ballot must be presented to the council at least one month before the national meeting. No nominations are taken from the floor.
33. The Chair of the NPM Board of Directors appoints as chair of the NPM Board Nominating and Election Committee a current board member not running for re-election. The Chair of the NPM Board Nominating and Election Committee then appoints a former NPM Board member and a current NPM Council member to complete the committee.
34. An NPM Council member who must be absent from the election for members of the Board of Directors because of convention responsibilities may vote by proxy if he or she applies in writing for a proxy ballot at least seven days before the election. Proxy votes must be received before the first meeting of the NPM Council held at or in conjunction with the convention.
35. At the first meeting of the board of directors in even numbered years, the board nominates and elects a chair and vice-chair. All current voting members of the board of directors are eligible for election.
36. Bylaws not inconsistent with the Constitution of the association may be adopted or amended by a majority vote of the NPM Board of Directors eligible to vote and voting according to the Constitution and Bylaws.
37. Proposed Bylaws or amendments must be approved by the NPM Board of Directors and circulated to the NPM Council members at least one month prior to voting. This voting may take place either at a regular meeting of the board of directors or by mail.
38. All resolutions of the NPM Board of Directors (the Board) must address actions or changes in action that are supportive of the mission and related operations of the Association.
39. Format for recording Board resolutions shall be consistent and clear, with regular numbering system maintained (year, number of the resolution in that year), date and subject clearly visible. Each resolution will be signed by the Board chairperson who attests to the majority vote of the Board approving that resolution.
40. Changes in operating systems or procedures that require Board action and approval shall be recorded and filed with the Bylaws as resolutions. These include any changes or modifications made to staff job descriptions that require redistribution of staff responsibilities, temporary or permanent, that affect the legal and corporate activities of the Association.
41. Resolutions that reflect permanent or long-term changes to Association operations will be incorporated into the By-Laws, if deemed appropriate by the Board and within the Board’s purview, at the next regular Council meeting. All resolutions will be archived and maintained by the Chairperson of the Board, whether later incorporated into the Bylaws or not, and filed at the NPM Offices.
42. The NPM Constitution (Article IV.3.B) empowers the Board of Directors “to establish policies which reflect the interests, concerns, and the directions of the membership and the NPM Council.” Approval of such policies shall be in accord with Article X.2. of the Constitution.
43. Policies will include any necessary procedures which outline clear areas of responsibility and accountability regarding such policies, including reporting duties of the President/CEO to the Board of Directors.
44. Policies and procedures approved by the Board of Directors will be maintained as addenda to the NPM Bylaws. All policies and procedures will be reviewed and updated as needed (minimally every two years after their adoption) by the Board of Directors
Constitution Revised and Approved July 12, 2017
Bylaws Revised and Approved July 10, 2015
• Ends: why does NPM exist? What difference does NPM make in the world?
• Board-Management Delegation: how does the board delegate to the CEO and staff?
• Governance Process: how will the board do its own job?
• Executive Limitations: what CAN’T the CEO and staff do in fulfilling NPM’s mission?