ARTICLE I Name and Purpose
Section 1 The name of this corporation shall be The
Columbia Community Band, Inc.
Section 2 The primary purpose of the organization
is to provide an amateur community band for the Columbia, Missouri area, to
promote interest and participation in band music, and to provide concerts of
band music.
Section 3 The purpose for which the organization is
organized is exclusively educational within the meaning of section 501(c)(3) of
the Internal Revenue Code of 1954. The
organization shall not carry on any other activities not permitted to be
carried on (a) by a corporation exempt from Federal Income Tax under Section
501(c)(3) of the Internal revenue Code of 1954 (or the corresponding provision
of any future United States Internal Revenue Law) or (b) by a corporation,
contributions to which are deductible under Section 170(c)(2) of the Internal
Revenue Code of 1954 (or the corresponding provision of any future United
States Internal Revenue Law).
Section 4 Notwithstanding any other provisions of
these articles. the corporation shall not carry on any other activities not
permitted to be carried on (a) by a corporation exempt from Federal Income tax
under section 501(c)(3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue Law) or
(b) by a corporation, contributions, to which are deductible under Section
170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision
of any future United States Internal Revenue Law).
Section 5 No substantial part of the activities of
the corporation shall be the carrying on of propaganda or otherwise attempting
to influence legislation and the corporation shall not participate in or
Intervene in (including the publishing or distribution of statements) any
political campaign on behalf of any candidate for public office.
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ARTICLE II Membership and
Musicianship
Section 1 Membership
Part A Membership is open to anyone interested in
the purpose of the Columbia Community Band who meets the musicianship standards
of the band regardless of race, age, sex, color, creed national origin, or
handicap. The Music Director shall be
responsible for articulating and enforcing musicianship standards and may require
an audition of any member applicant.
Part B Members are encouraged to personally and
individually invite persons to attend a rehearsal. However, any band member who wishes to invite a group or
individual must first consult the Music Director in order to assure that the
instrumental balance of the ensemble is maintained and that his/her plans are
consistent with those of the Music Director and the Board of Directors.
Part C Membership may be maintained so long as
musical , competence is maintained and the other conditions stated in the
by-laws are met.
Part D Each member shall be entitled to one vote
in person any regular, adjoined, or special meeting of the membership.
Part E Disciplinary Action
Any member may be expelled or suspended from the Band by a majority vote of the
Board of Directors, after written charges have been presented by a member or
members to the Board of Directors.
However, any member so suspended shall have the right to appeal such
decision at the next meeting of the Board of Directors and may be reinstated
upon receiving a majority vote of the Board of Directors.
Section 2 Musicianship
Part A Participation at any particular concert
requires that every member (1) meets the musicianship standards required by
that concert's music, and (2) has attended a sufficient number of rehearsals
for said concert to be familiar with the music and the director conducting the
concert. The Music Director may limit
the participation in the concert or pre-concert rehearsals of anyone who fails
to meet these requirements.
Part B The Music Director may appoint section
leaders to advise him/her in establishing and maintaining the musicianship
standards of the organization. The
Music Director shall consult with the section leaders he/she has appointed on
matters involving the musicianship of the section members; such consultation
specifically to include the within-section seating of members. Section leaders shall serve until replaced.
Part C The Music Director shall have the
final decision in interpreting these by-laws in all matters of musicianship.
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ARTICLE III Fiscal Year
and Dues
Section 1 Fiscal Year
The fiscal year shall be from October 1 through September 30.
Section 2 The Board of Directors shall have the
authority to impose a membership fee of not more than $25 per year with the
approval of the members of the band.
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ARTICLE IV Officers
Section 1 The officers of the Band shall be the
President, Vice-President, Secretary and Treasurer.
Section 2 Election
Part A Officers shall be elected by the Board of
Directors at its September meeting for the coming year.
Part B The term of office shall be one year, or
until successors are elected, and shall correspond to the fiscal year. In the event of failure or inability of an
officer to perform duties incident to the office, the Board of Directors shall have
the authority to declare the office vacant.
Section 3 In the case of a vacancy among the officers,
the Board of Directors shall elect a successor to hold office for the remainder
of the term.
Section 4 All checks written on the general account
shall be signed by the Treasurer and Vice President or President of the Band.
All leases, contracts, and deeds shall be signed by the President and Treasurer
of the Band.
Section 5 Rights and Duties of Officers
Part A President
The President shall preside at all meetings of the Board of Directors and
shall-perform the following duties:
- Appoint chair people for all committees for the
various activities of the Band, unless otherwise ordered by the Board of
Directors or members, or as designed in the By-laws.
- Appoint
a successor to fill the un-expired term of any officer or director,
subject, however, to approval by the Board of Directors.
Part B Vice-President
In the absence or at the request of the President, the Vice-President shall:
- Officiate and perform all duties incumbent upon the
President.
- Collect
Band mail and dispense it to the proper persons.
Part C Secretary
The Secretary shall maintain all records of the Band and shall:
- Act as
a Secretary and maintain accurate minutes of all meetings of the Board of
Directors.
Part D Treasurer
The Treasurer shall maintain accurate records of all Band financial matters and
shall:
- Accept
and maintain custody of all Band monies and property and issue checks in
payment of all liabilities... except as herein provided elsewhere.
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ARTICLE V Board of
Directors
Section 1 Definition
The governing body of this organization shall be the Board of Directors, which
shall consist of the officers of the Band, the immediate past President and six
elected Directors.
Section 2 Meetings
The Board of Directors shall meet annually and at other times when called by
the President. A majority of the Board
of Directors shall constitute a quorum.
Section 3 Election
The election of Directors shall be as follows:
Part A Time
Three Directors shall be elected each year by the membership of the Band at the
annual business meeting.
Part B Method
A slate of nominees shall be presented by the Board of Directors. Each voting member of the band shall be
entitled to vote for three nominees.
The membership shall elect by ballot from the proposed slate of
nominees, nominations from the floor, and write-in candidates, and the three
receiving the highest number-of votes shall be elected.
Part C Term
All directors shall be elected for a term of two years, or until successors are
elected and shall be from October 1st through September 30th of the second year
thereafter. In the event of failure or
inability of a director to perform duties incident to the office, the Board of
Directors shall have the authority to declare the position vacant.
Section 4 Privileges
The Board of Directors shall have full power to transact the business for which
this Band is organized in order to carry out the purpose of the organization.
only a member of the Board of Directors shall-hold the power, when present, to
vote and introduce motions at meetings of the Board of Directors.
Section 5 Vacancies
Vacancies among the officers shall be filled as provided in ARTICLE IV. In the case of a vacancy among non-officer
Directors, the Board of Directors shall elect a successor to hold office for
the remainder of the term.
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ARTICLE VI Music Director
Section 1 The Music Director shall be appointed by
the Board of Directors for an indefinite term.
The Music Director shall have sole authority to make all decisions on
matters of music and performance.
Section 2 The Music Director shall arrange the
provision of all music to be performed by the band and make arrangements for
rehearsals.
Section 3 The Music Director shall have sole
authority to decide the time, place and location of performances. He may
delegate this authority to a band member who shall act as a "Band
Manager".
Section 4 The Music Director may be removed at any
time by a vote of a majority of the members of the Board of Directors.
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ARTICLE VII Band Property and
Finance
Section 1 Properties
There shall be procedures required to account for and control the expenditures,
receipt and custody of Band properties, which shall be:
Part A Monies
Cash or equivalent.
Part B Fixed Assets
Property or equipment used by the Band, which is not for resale, having a
useful life of one year or more, i.e., file cabinets, music cabinets, cases,
instruments, etc.
Part C Inventory
Property purchased by the Band and held for resale to members, i.e., jackets,
bags, Band patches, etc.
Part D Expendables
Supplies or-materials normally expended at the time of usage, i.e., stamps,
stationery, etc.
Section 2 Authorization for Custody
Band members may be directed to receive and disburse monies and custody of Band
property only upon authorization by the Board of Directors.
Section 3 Records
Any member of the Band accepting custody of Band property, except expendables,
shall maintain records adequate to substantiate the correctness and accuracy of
all receipts, disbursements, and balance on hand.
Section 4 Transfer, Loss, Change in Condition,
Acquisition
Part A Transfer
Except for expendables, the transfer of Band property between members shall be
reported to the Secretary/ Treasurer.
Part B Loss or Change in Condition
The unaccounted loss or change in condition affecting the worth of Band
property shall be promptly reported to the Secretary/Treasurer, who shall
present the matter to the Board of Directors for disposition.
Part C Acquisition
The acquisition of fixed assets shall be reported to the Secretary/Treasurer.
Section 5 Relief from Custodial Duties
Any member may obtain relief from custodial duties upon notice to the Board of
Directors and shall have -the right to require an audit on the occasion of this
relief.
Section 6 Dissolution
Upon the dissolution of the corporation. the Board of Directors shall.
after paying or making provisions for the payment of all of the liabilities of
the corporation dispose of all the assets of the corporation exclusively for
the purposes of the corporation in such manner. or to such organization or
organizations organized and operated exclusively for charitable, educational..
religious or scientific purposes as shall at the time qualify as an exempt
organization or organizations under section 501(c)(3) of the Internal Revenue
Code of 1954 (or the corresponding provision of any future United States
Internal Revenue Law). as the Board of Directors shall determine. Any such assets not so disposed of shall be
disposed of by the Circuit Court of the county in which the principal office of
the corporation is then located. exclusively for such purposes or to such
organization or organizations. as said Court shall determine. which are
organized and operated exclusively for such purposes.
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ARTICLE VIII Meetings
Section 1 The annual meeting of the membership of the
Band shall be held between July 15 and October 15, the date to be determined by
the Board of Directors, at a place and time to be designated by the President.
Section 2 Special meetings of the membership of the
Band may be called at any time by the President, provided he first obtains
consent of a majority of the Board of Directors.
Section 3 A quorum of the membership shall consist of
-not less than thirty percent of the members.
If a meeting of the members of the Band has been duly called for any
purpose and there is an absence of a quorum at such meeting, the members
present may by majority vote call a further meeting of the members for the same
purpose. At such further meeting the
members present shall constitute a quorum and by majority vote of those present
may approve or authorize a proposed action and take any other action which
might have been taken at the original meeting if a sufficient number of members
had been present.
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ARTICLE IX Limitations
No part of the net earnings of the corporation shall inure
to the benefit of or be distributable to its members, directors, officer, or
other private persons, except that the corporation shall be authorized and
empowered to pay reasonable compensation for services rendered and to intake
payments and distributions in furtherance of the purposes set forth in ARTICLE
I hereof.
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ARTICLE X Amendments
These By-laws may. be amended on the approval of two-third
of the members of the Board of Directors present and voting at any meeting of
the Board of Directors, provided a quorum is present and if the proposed
amendment has been presented at the previous Board of Directors' meeting.
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