Please Note: The bylaws are undergoing minor revisions, so the exact wording of things may change. We expect to have them in the final format completed by the end of March, 2016.
Allouez Village Band Bylaws
Article 1 – Name
The name of the organization shall be the Allouez Village Band, Ltd.
Article 2 – Mission
The mission of the Allouez Village Band is to:
1. Support the values of neighborhood pride, community spirit and patriotism through public performances
2. To promote band music in the community and to provide an opportunity for musical expression and growth among the membership
Article 3 – Membership
Section 1: Qualifications
Applicants for membership in the Allouez Village Band shall have attained the age of 18 years; be required to demonstrate satisfactory music competence as determined by the Music Director; and agree to fulfill all the responsibilities of membership set forth in the Bylaws and operating procedures.
Section 2: Application Procedure
Applicants for membership in the Allouez Village Band shall be required to contact the Music Director to discuss the process for demonstrating musical competence. It is up to the Music Director to determine the specific requirements and to make membership decisions.
Section 3: Responsibilities of Members
Members of the Allouez Village Band shall be required to maintain satisfactory attendance at rehearsals, performances and other activities; demonstrate continuing musical competence; conduct themselves with collegial and respectful demeanor towards the band, its members, conductors and guests; and abide by the requirements and regulations stated in the Bylaws and Operating Procedures issued by the Board of Directors. By a majority vote of the Board of Directors, an individual may be placed on probation or have his or her membership terminated for failure to meet the above responsibilities.
Section 4: Leaves of Absence
Any member who expects to be absent from the activities of the band for three or more consecutive concerts shall submit to the Music Director a written request for leave of absence.
With the exception of emergency situations, all leave of absence requests should be submitted early enough to enable the Music Director to find an appropriate replacement. The request shall only be considered an approved leave of absence after approval by the Music Director.
Article 4 – Board of Directors
Section 1: General Powers
The corporate powers of the Allouez Village Band (the “Corporation”) shall be vested in the Board of Directors (the “Board), which shall govern all matters for the corporation.
Section 2: Number, Tenure and Qualifications
The Board shall consist of eight (8) directors. The Musical Director and Associate Director shall serve as ex-officio members of the Board. The Treasurer and Band Manager shall serve as an appointed member of the Board. Each director shall hold office until his or her successor has been elected. In the event of a vacancy, the Board may appoint directors to fill vacancies for the balance of a director’s term. A director who misses three consecutive meetings without an acceptable excuse will be considered to have resigned from the Board and his or her position will be considered to be vacant.
Directors shall be elected to a term of two (2) years. Elections shall be held during the Annual Meeting which is to be held in April.
Any regular member of the Allouez Village Band is eligible for election as a member of the Board of Directors.
A quorum for the transaction of business by the Board shall be a majority of its membership.
Section 3: Regular Meetings
An annual meeting of the membership shall be held in April or May of each year. At this meeting, members of the Board shall be elected as required to fill vacancies. Additional meetings of the membership may be scheduled by the Board.
There shall be a minimum of four meetings of the Board each year.
Section 4: Special Meetings
Special meetings of the board of directors may be called by or at the request of the president or any two directors. Notice of any special meeting of the board of directors shall be given at least two days in advance of the meeting date.
Section 5: Compensation
Directors shall not be compensated for their service on the Board of Directors.
Article 5 – Officers
Section 1: Officers
The officers shall consist of a President, Vice President, a Secretary, and a Treasurer, whose respective duties shall be as described below:
President: The President shall be the principal executive officer of the Allouez Village Band and shall, in general, supervise and control all of the business affairs. He or she shall preside at all meetings of the membership and the Board and shall be an ex-officio member of all committees of the Board. He or she may sign, with the secretary or any other officer of the band, any contracts or other instruments which the Board of Directors has authorized to be executed.
Vice President: In the absence of the President, the Vice President shall perform the duties of the President. The Vice President shall perform other duties as may be assigned to him or her by the President or Board of Directors.
Secretary: The Secretary shall record and preserve the minutes of all meetings of the membership and the Board and determine whether a quorum is present. In the absence of both the President and the Vice President, the Secretary shall preside at all meetings of the Board and the membership.
Treasurer: the Treasurer shall receive, collect, deposit, and disburse all funds of the Corporation and shall keep full and accurate accounts of same. The Treasurer shall have full signatory authority on all bank and checking accounts of the Corporation.
All officers, except for the Treasurer, shall be elected by the Board at the first meeting of the fiscal year. The Treasurer is an appointed position. The Board of Directors may elect or appoint assistants to the officers as it shall deem desirable. Any two or more offices may be held by the same person. Each officer shall hold office until his or her successor has been elected.
Section 2: Removal
Any officer elected or appointed by the board of directors may be removed by the Board of Directors, by a majority vote, whenever in its judgment, the best interest of the Allouez Village Band would be served by removal of the office.
Section 3: Vacancies
Any vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
Article 6 – Elections
Section 1: Eligibility
All members of the Allouez Village Band are eligible to vote for the election of directors.
All candidates for the Board shall be nominated from the floor of the general meeting of the membership in accordance with the rules of parliamentary procedure.
Section 2: Voting
Election of directors shall be voted by a majority of the band members present at the annual meeting. In the event that more nominees stand for election at such a meeting than exist vacancies on the Board, nominees shall be elected in the order of votes received, with the nominee receiving the greatest number of votes cast being deemed elected first, until all vacancies are filled. Each member of the band shall have one vote for each vacancy on the Board. A quorum of at least 50% of the band membership must be in attendance.
Article 7 – Executive Committee
The Board may, by resolution adopted by a majority of the directors, delegate to an Executive Committee, composed of three or more directors, management of the affairs of the Corporation that require action before a meeting of the entire Board may be called.
Article 8 – Use of Funds
All monies received from performances or donations shall be used for the current operational needs and future anticipated needs of the Allouez Village Band. These needs include purchase, repair, maintenance, and insurance of: music, equipment, instruments, uniforms and other accessories, and to reimburse members for performance related expenses. Should the Band be dissolved, any and all assets of the Band shall be distributed to a group or groups advocating similar objectives to those defined under Article 13.
The Allouez Village Band is organized exclusively for charitable, cultural, and educational purposes, including, for such purposes, the making of distributions to organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code.)
No part of the net earnings of the Band shall insure to the benefit of, or be distributable to its members, directors, officers or other private persons, except that the Band shall be authorized to pay reasonable compensation for services rendered. No substantial part of the activities of the Band shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Band shall not participate in any political campaign on behalf of, or in opposition to, any candidate for public office.
Article 9 – Functionaries
The following positions are established for the purposes hereinafter defined in this Article. All positions will be filled by the Board by appointment. The Board shall first seek volunteers, but may fill vacancies by appointment from the general membership or from the Board.
Manager: The Band Manager will oversee all operations of the Allouez Village Band. The Manager will ensure that all operations are conducted in a way that is in compliance with Band policies and legal requirements. The Band Manager is an appointed position on the Board of Directors and reports to the Board.
Librarian: The Band Librarian shall have the responsibility of maintaining and preserving all musical scores so that they may be made available to the Band.
Historian: The Band Historian shall have the responsibility of obtaining and preserving records and memorabilia of band activities.
Publicist: The Publicist shall have the responsibility of making the public aware of the goals and objectives of the Band; shall maintain working relations with the media; and shall prepare and release all public information about the band.
Article 10 – Musical Director
The Musical Director shall be appointed by the Board of Directors for an indefinite term. The Music Director, in consultation with the Board of Directors and Band members, shall be responsible for all performances and rehearsals. The Music Director shall have the final decision on all musical matters and in the selection of musicians. The Music Director may be removed at any time by a vote of a majority of members of the Board of Directors.
Article 11 – Associate Director
The associate director shall be appointed by the Music director in consultation with the Board of Directors for an indefinite term. The Associate Director will assume responsibilities as assigned by the Music Director. The Associate Director may be removed at any time by a vote of a majority of members of the Board of Directors.
Article 12 – Committees
Section 1: Appointment
Committees shall be designated and the Chairpersons appointed by the Board of Directors.
Section 2: Expenses
No committee shall incur any debt or expenditure involving the organization unless authorized by the Board.
Section 3: Oversight
All functions and activities of committees shall be subject to Board review.
Article 13 – Amendments
Section 1: Notice A Previous notice of a proposed amendment of these Bylaws, along with a copy of the proposed amendment, must be presented at a meeting of the Allouez Village Band at least two full rehearsals prior to voting. However, in case of an emergency, an amendment may be brought before the Band for approval without prior notice.
Section 2: Majority A fifty-one percent vote of those present and voting shall be necessary for the adoption of any proposed amendment.
Section 3: Email Voting Email is recognized as an official means of contacting band membership regarding band business and is an accepted method of casting votes.
Article 14 – Dissolution
Section 1: Distribution of Assets
Upon dissolution of the organization, all of the net assets after debts have been paid, shall be donated to a similar musical or charitable group, as determined by the Executive Board.
Section 2: Membership Approval
The above assets shall be disposed of at a dissolution meeting of the membership, with their approval.
February 22, 2016