Article I: Name and Purpose

 

Section A: Name. The Village Band, Inc. (“the Band”) is incorporated in the state of North Carolina as a non-profit corporation with Secretary of State ID 0156255. It is colloquially known as “The Village Band”.

 

Section B: Purpose. The purposes of the Band include:

 

1. Providing an organized community band environment in which adult musicians may play

together in a traditional concert band ensemble, maintaining and enhancing their skills, and

playing for a variety of audiences in their community,

2. Providing cultural enrichment within the community by continuing the traditions of the town

band, American concert bands, and concert band music in our society, and

3. Providing an opportunity for musical expression and growth among its membership in an

environment that promotes both individual and ensemble improvement.

 

Section C: Non-discrimination Policy. The Band shall be non-political, non-sectarian, and non-

discriminatory with regard to race, color, creed, sex, gender, and (except for setting a minimum age requirement in membership policies) age. It shall not endorse or authorize any expenditure or action on behalf of the Band for activities not related to the stated purposes of the organization.

 

 Article II: Membership

 

Section A: Requirements

 

1. Submission of a request for membership to the President of the Band.

2. Membership shall be open to anyone of age 18 or older who otherwise meets the

qualifications of this section. An exception may be made for a high school or younger

student so long as the student meets the other requirements of this section and has the

specific approval of the Conductor. Those younger than 18 require the written

permission of their parent or guardian.

3. Determination by the Conductor, and in accord with published policies of the Band, that

the applicant meets all proficiency requirements.

4. Agreement to fulfill all the responsibilities of membership set forth in these Bylaws and

other membership policies published by the Board of Directors of the Band.

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Section B: Responsibilities of Members

 

1. Maintain regular attendance at rehearsals and at scheduled events in accord with

published policies of the Board of Directors.

2. Render to the Treasurer of the Band, in a timely manner, any dues or assessments determined by the Board of Directors.

3. Conform to any policies of the Band adopted by the Board of Directors and published to the

membership.

 

Article III: Governance

 

Section A: Number. The affairs of the Band shall be managed by a Board of three (3) Directors

(“the Board”) who will also serve as its Officers as described in Article VI. Directors must be

members of the Band.

 

Section B: Term of Office.

At each annual meeting, or by electronic means in association with the annual meeting, the members of the Band shall elect, on a rotating basis, one Director to serve a three (3) year term.

 

In the initial election year,

 

•      A member shall be elected as Director and President to serve a three (3) year term.

•      A member shall be elected as Director and Treasurer to serve a two (2) year term.

•      A member shall be elected as Director and Secretary to serve a one (1) year term.

 

In each subsequent year, a member shall be elected as Director to serve a three (3) year term in the capacity of the Officer whose term is expiring at the end of that year.

 

Section C: Removal and Replacement. Any Director may be removed from the Board with or

without cause by a majority vote of the members of the Band. In the event of death, resignation, or removal of a Director, such Director’s successor shall be selected by the remaining members of the Board, and shall serve for his or her unexpired term.

 

Section D: Compensation. No Director shall receive compensation for any service he or she

may render to the Band. However, any Director may be reimbursed for his or her actual

expenses incurred in the performance of his or her duties.

 

Section E: Fiscal year. The fiscal year of the Band shall be from September 1 through August

31.

 

Section F: Open Records. All records pertaining to the business of the Band and which are

maintained by the Directors or Officers shall be made accessible to any member, for examination or copying, upon request.

Article IV: Nomination and Election of Directors

 

Section A: Nomination. Nominations for Directors of the Band shall be made by a Nominating

Committee appointed by the President at least two months prior to the election. Nominations

may also be made (through the Nominating Committee or from the floor in the case of a physical meeting of the Band) by any member of the Band. Each nominee must be a member in good standing of the Band, meeting the requirements of Article II; must be at least 21 years of age; and must have been a member for at least one year prior to the election.

 

Section B: Election. Election to the Board of Directors shall be by written ballot (at the annual

meeting or a special meeting of the Band) or by electronic means adopted and published by the Board that is equivalent in relevant respects to a written ballot. Each member is entitled to cast one vote. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

 

Article V: Powers and Duties of the Board of Directors

 

Section A: Powers. The Board shall have power to:

 

1. Adopt and publish rules and policies (in addition to Article II) governing the details of

qualification for band membership and the responsibility of Band members and officers.

2. Ensure that all rules and policies of the Band are enforced uniformly, equitably, and in

good faith.

3. Form committees and empower them to act on behalf of the Band.

4. In accord with these Bylaws and other published policies adopted by the Board, remove a

member from the Band or restrict the rights of that member within the Band.

5. Declare the office of a member of the Board to be vacant in the event such member shall

be absent from three (3) consecutive meetings of the Board.

6. Employ attorneys to represent the Band when necessary.

7. Determine the salary, wages, or stipend of the Conductor and the processes for hiring and

dismissing the Conductor.

8. Determine the salary or wages of any other employees of the Band.

9. Determine the amounts of dues or other assessments to be paid by Band members, and

the schedules for such payments.

 

Section B: Duties. It shall be the duty of the Board to:

 

1. Keep a complete record of all membership and Board meetings, and make such

information available to any member on request.

2. Supervise all agents and employees of the Band (and in particular, the Conductor).

3. Inform members of the amounts of dues and assessments, and when those are due to be

paid.

4. Procure and maintain adequate liability insurance covering the Band, its directors, agents,

and employees; and procure and maintain adequate hazard insurance on the real and

personal property owned or leased by the Band. The Board will identify a company from

which to purchase such insurance, will determine the scope and coverage of such

insurance, and will authorize the Treasurer to enter into an agreement with the authorized

company for such liability coverage.

5. Create, approve, and publish an annual budget.

 

Article VI: Officers and Their Duties

 

Section A: Enumeration of Offices.

The Officers of the Band shall be a President, a Secretary, and a Treasurer. No individual shall

simultaneously hold more than one of these offices.

 

Section B: Terms. Terms of the Officers are as described in Article III, Section B.

 

Section C: Vacancies. A vacancy in any office may be filled by a member of the Band by

appointment by the Board. The officer so appointed shall serve for the remainder of the term of

the officer he or she replaces.

 

Section D: Duties. The duties of the Officers are as follows:

 

(1) The President shall

 

a. Serve as the primary contact for the Band.

b. Preside over Board meetings and meetings of the membership.

c. Be an ex officio member of all committees except for nomination and election

committees.

d. Serve as the primary contact for the band. He or she will, in collaboration with

the Secretary and Treasurer, execute, maintain, and archive all legal and business

documents pertaining to the affairs of the Band, and will oversee the business of

the Band subject to the Board’s decisions, policies, and directives.

e. Retain signing authority for the Band bank account.

f. With consultation provided by the Conductor, appoint Section Leaders.

g. Cause the membership to be informed on a timely basis of all concerts, schedules,

changes in personnel and all similar manners of importance to the membership.

 

(2) The Secretary shall

 

a. Attend all Board meetings unless otherwise excused by the Board.

b. Maintain and archive minutes of all Board and membership meetings.

c. Publish minutes to the Band membership except in such cases or circumstances

that privacy of information in the minutes is mandated by law or by the

unanimous consent of the Board.

d. Maintain a current copy of the Bylaws and archive the Bylaws and other band

documents.

e. Maintain and protect an accurate and up-to-date roster of members that shall

include each member’s name, telephone number, and email address.

 

(3) The Treasurer shall

 

a. Attend all Board meetings unless otherwise excused by the Board.

b. Maintain and keep safe the funds and accounts of the Band.

c. Have charge of all funds of the Band and possess the necessary authority to

manage any financial accounts of the Band under the direction and approval of

the Board.

d. Record and report financial status quarterly to the Board and band members

e. Pay authorized Band bills upon approval/signature of the Band President

f. Collect contributions and donations to the band, and acknowledge contributions

by written receipt if requested.

g. Retain signing authority for the Band bank account and any services used by the

band on a continuing basis.

h. Ensure that the Band remains in compliance with requirements to retain its status

as a 501(c)(3) corporation.

i.  Ensure the maintenance of any insurance policies required by these Bylaws.

j.  Receive and deposit money and donations.

k. Keep records of dues and assessments paid by members, collect dues and

assessments in a timely manner, inform members of any delinquency in their dues

and assessments, and inform the Board of habitual or long-standing failures in

members’ paying dues and assessments.

 

Article VII: Meetings

 

Section A: Regular Meetings of the Board. Meetings of the Board shall be held at periodic

intervals as may be established by the Board, except that at least one meeting of the Board must be held in the period of July 4 – August 31, and at least one meeting during the period of

September 1 – June 30.

 

Section B: Special Meetings of the Board. Special meetings of the Board of Directors shall be

held when called by the President of the Band, or by petition of any three Band members.

 

Section C: Annual Meeting. The Band shall hold an annual business meeting each calendar

year within the period of October 1 through December 15. Additional meetings may be held as

required to fulfill objectives of the Band, and may be called by any Director or by petition by

three members of the Band.

 

Section D: Open Meetings. Meetings of the Board shall be open to all Band members except

when personnel or other matters requiring confidentiality are discussed. Meetings of the

membership shall be open to all members of the Band in good standing.

 

Section E: Notice. Notice of the time and place of the annual meeting shall be sent to all

members of the Band not fewer than fifteen (15) days prior to the meeting. Notice of each Board meeting shall be provided to the membership no fewer than five (5) business days prior to the meeting. Notice may be by printed or electronic means. Notice shall include the nature of the meeting, and any decisions or motions to be considered.

 

Article VIII: The Conductor

 

Except in the case that a member of the Board must function as (an uncompensated) Conductor on a temporary basis, the Conductor shall not be a Director (i.e., a member of the Board). The Conductor shall be a salaried employee of the corporation and shall be hired by, supervised by, and responsible to the Board.

 

Section A: Management. The Conductor serves under the direct management of the Board and

is responsible to the Board for the performance of his or her duties. The Board is responsible for determining and executing the business agreement between the Conductor and the Band.

 

Section B: Duties. It shall be the responsibility of the Conductor to

 

1. Conduct the Band at every rehearsal and performance unless excused by the President.

2. Act as the final authority of the Band with regard to matters of a musical nature,

including, but not limited to, selection of music, how rehearsals are conducted, how parts

are to be played and selections are performed, and the content and order of selections in

performances.

3. Set and maintain the artistic standards of the Band commensurate with the stated

purposes in Article I and any relevant policies adopted by the Board or the Band.

4. Determine program selections and the structure and content of concert programs,

presenting this information to the Band as early as possible prior to a performance.

5. When possible, communicate to Band members (at a rehearsal or in subsequent email)

the list of selections he or she intends to rehearse at the next rehearsal.

6. Determine the need for and the time required for rehearsals, and the selections to be

rehearsed.

7. In accord with Article II, aid the Board in ensuring that the performance level of each

member satisfies the current requirements of the Band, and bring to the attention of the

Section Leader and Board any problems resulting from the performance level of a

member.

 

Article IX: Amendments to the Bylaws

 

Notice of a proposed amendment to these Bylaws, together with a copy of the proposed

amendment, must be distributed to the Band membership at least fifteen (15) calendar days prior to voting on the amendment. Voting may take place at a meeting of the membership scheduled for that purpose (in which case a written vote is required), or through the Band web site, mailing list, email, or other electronic means. In each case the details of the vote shall be recorded by the Secretary. Adoption of an amendment requires that at least 3/4 of the members voting approve the amendment. In the case of a scheduled physical meeting of the membership, attendance by 2/3 of members allowed to vote will constitute a quorum. In the case of electronic voting, the quorum requirement will be deemed to be met by the nature and mechanism of the voting itself.