Table of Contents

        I.      Membership

1.      Qualifications                                                                            2

2.      Responsibilities of Members                                                      2

3.      Rights of Members                                                                   2

4.      Membership Dues                                                                    2

     II.      Rehearsals, performances, and other activities

1.      Rehearsals                                                                                2

2.      Performances and other activities                                              2

3.      Concert Dress                                                                          2

   III.      Meetings of Members

1.      Annual Meeting                                                                        3

2.      Special Meetings                                                                      3

3.      Place of Meetings                                                                     3

4.      Notice of Meetings                                                                   3

5.      Quorum                                                                                    3

  IV.      Board of Directors

1.      Membership                                                                             3

2.      Executive Officers                                                                     3

3.      Election                                                                                    4

4.      Election of Officers                                                                   4

5.      Removal of Board Members                                                     4

6.      Vacancies                                                                                 5

7.      Attendance Standards                                                               5

8.      Regular Meetings                                                                      5

9.      Books and Records                                                                  5

10.  Limitation of Liability; Indemnification                                        5

     V.      Committees

1.      Executive Committee                                                                5

2.      Other Committees                                                                    6

3.      Records of Proceedings                                                            6

  VI.      Administration

1.      Musical Directors                                                                     6

2.      Section Leaders                                                                        6

VII.      Corporate Assets and Earnings

1.      Investments                                                                              7

2.      Earnings                                                                                   7

3.      Exempt Activities                                                                      7

VIII.      Miscellaneous

1.      Fiscal Year                                                                               7

2.      Records And Report                                                                7

3.      Annual Budget                                                                          8

  IX.      Amendments to by-laws

1.      Amendments                                                                            8

 

Article I

Membership

Section 1. QUALIFICATIONS

Applicants for membership in the Columbia Concert/Jazz Bands shall have attained the age of 18 years, and agree to fulfill all the responsibilities of membership set forth in the Constitution, Bylaws, and Operating Procedures.  Applicants for membership who are under the age of 18 will be admitted with special permission of the Board of Directors.  Official membership status shall be attained after 8 weeks of regular attendance and payment of dues.

 

Section 2.  RESPONSIBILITIES OF MEMBERS

Members of the Columbia Concert/Jazz Bands shall be required to maintain satisfactory attendance at rehearsals and performances as identified in the Operating Procedures; 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 Constitution, 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 3. RIGHTS OF MEMBERS

Each member shall have the right to vote.

 

Section 4.  MEMBERSHIP DUES

The Board of Directors may establish or change dues. Members shall be responsible for paying the dues within 12 weeks of the start of the fiscal year.

 

Article II

Rehearsals, performances and other activities

Section 1. REHEARSALS

Rehearsals of the Columbia Concert/Jazz Bands shall be held on Monday evenings.  The Board of Directors, at the request of the music directors, may schedule additional rehearsals or cancel rehearsals as needed.

 

Section 2. PERFORMANCES AND OTHER ACTIVITIES

The Board of Directors, after consultation with the music directors, shall be empowered to commit the bands to performances, recording sessions, and other activities.  The Board shall issue periodically to the membership a calendar of upcoming rehearsals, performances and other activities.  Activities or tours involving extensive travel arrangements or overnight accommodations shall require a majority vote of the membership for approval.

 

Section 3.  CONCERT DRESS

The Board of Directors shall establish a uniform concert dress for the various performances of the bands, details of which shall be specified in the Operating Procedures.

 

Article III

Meetings of Members

Section 1. ANNUAL MEETING

The annual meeting of the members of the Corporation shall be held during the month of May in each year, for the purpose of electing the Board of Directors and for transacting such other business as may properly come before the meeting. 

 

Section 2. SPECIAL MEETINGS

At any time in the interval between annual meetings, special meetings of the members of the Corporation may be called by the President or by a majority of the members of the Board of Directors.  A special meeting shall also be called by the Secretary in accordance with the written request, stating the purpose, time and place of the meeting, of not less than one-third of the members.

 

Section 3. PLACE OF MEETINGS

Each meeting shall be held at a place designated in the notice of the meeting.

 

Section 4. NOTICE OF MEETINGS

Notice of meetings shall be given as follows:

  1. by written notice not more than twenty nor less than ten days before the date of the meeting; or
  2. for any meeting called by or at the direction of the Board of Directors, in such manner as the Board determines is most reasonable and appropriate.

The notice of every meeting shall state the time and place of the meeting and, in the case of a special meeting, the purpose or purposes of the meeting.  At a special meeting no business not stated in the notice shall be transacted.

 

Section 5. QUORUM

A simple majority of the members of the Corporation present in person or by proxy shall be defined as a quorum at any meeting of members.  No official business may be transacted without a quorum.

 

Article IV

Board of Directors

Section 1.  MEMBERSHIP

The Board of Directors of the Columbia Concert/Jazz Band shall consist of up to 11 members in good standing from the bands, plus the music directors, a majority of whom shall constitute a quorum.  The term of membership shall be two years, and no member of the board of directors may serve more than three consecutive complete terms.  Each member of the board shall have one vote.  The music directors shall serve as voting members of the Board of Directors, but shall not vote in any matters involving their retention, compensation, terms of employment or the removal of board members.

 

Section 2. EXECUTIVE OFFICERS

The executive officers of the Corporation shall be a President, a Vice-president, a Secretary, a Treasurer, and such other officers as may be provided for by the Board of Directors.  The duties of the executive officers are as follows:

 

  1. President.  The President shall preside at all meetings of members and of the Board of Directors.  The President shall have and exercise general charge of the supervision of the affairs of the Corporation and shall do and perform such other duties as the Board of Directors may from time to time direct.
  2. Vice-president.  The Vice-president shall have the powers and perform all the duties of the President in his or her absence or during his or her inability to act and shall perform such other duties as the President or the Board of Directors may from time to time direct.
  3. Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and of the members in books provided for that purpose.  The Secretary shall attend to the giving and serving of all notices of the Corporation; shall have charge of the minute books and such other books and papers as the Board of Directors may direct, shall execute such documents as require his or her signature, and shall perform such other duties as may from time to time be directed by the President or the Board of Directors.
  4. Treasurer.  The Treasurer shall have the custody of all funds, property and securities of the Corporation, subject to such regulations as may be imposed by the Board of Directors. The Treasurer will be responsible for collecting and keeping records of collection of any dues assessed by the Board of Directors.  The Treasurer shall, in general, perform all duties incident to the office of Treasurer, including the general supervision and control of the accounts of the Corporation, subject to the control of the Board of Directors.

 

Section 3. ELECTION

Election for membership on the Board of Directors shall be held at the annual spring meeting.   One half of the membership of the board shall stand for election each year. Prior to taking the vote, the report of the nominating committee shall be read, followed by nominations from the floor.   If there are nominations from the floor, then the election shall be held by secret ballot.  In the event of a tie, a run-off election will be held immediately. The new Board of Directors shall take office at the next board meeting.

 

Section 4. ELECTION OF OFFICERS

At their first meeting following the annual meeting of members, or as soon thereafter as practicable, the Board of Directors shall elect the executive officers from among the board members. The same person cannot serve as President and Vice-president, or President and Treasurer.  All officers shall be elected for one-year terms.

 

Section 5. REMOVAL OF BOARD MEMBERS

A member may be removed from the Board of Directors for behavior or activities deemed contradictory to the purpose of the band as stated in Article II of the Constitution by a three-fourths vote of the remaining board members, excluding the music directors.

 

Section 6. VACANCIES

A vacancy on the Board of Directors occurring between elections shall be filled by appointment of the President with approval of the Board of Directors

 

Section 7. ATTENDANCE STANDARDS

The Board of Directors may adopt attendance standards for its members, which may provide that failure of any member to attend meetings in accordance with the standards shall constitute a tender of resignation, subject to acceptance by the Board.

 

Section 8. REGULAR MEETINGS

In addition to its initial meeting, the Board of Directors shall hold at least one meeting every two months.  Meetings may be held in accordance with a schedule adopted by the Board or may be called from time to time by the President.  Any two members of the Board may also call a meeting if they have submitted a written request to the President, in person or by first class mail, specifying the purpose, time and place of the meeting, and the President has not acted to call a meeting in accordance with the request within ten days of the time the request was mailed or delivered.  All meetings shall be open to the membership of the bands.

 

Section 9. BOOKS AND RECORDS

The Board of Directors shall maintain complete, accurate and timely minutes of the business transacted at its meetings and records of the financial condition of the bands, and all such information, with the exception of personnel matters discussed, shall be made available upon request to the membership of the band.

 

Section 10. LIMITATION OF LIABILITY; INDEMNIFICATION

The authority and responsibility for the management of the band is vested in the Board of Directors, but it is expressly understood that neither the board, nor any member thereof, nor any officer, director, or member of the band shall be required to accept personal financial responsibilities for the duly authorized bills or obligations, or for the litigation, that may arise from authorized activities of the band carried on in good faith and pursuant of the objectives, purposes and activities prescribed or authorized by the Constitution, Bylaws and Operating Procedures of the band.

 

To the fullest extent permitted by law, the band shall indemnify the board, members thereof, officers, and directors, and each of their heirs, executors, and administrators, from and against all actions, costs, charges, losses, damages, and expenses which they shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duties and in their official capacities with the band, except for such acts done, concurred in or omitted by or through their dishonesty, willful misconduct or gross and reckless negligence.

 

Article V

Committees

Section 1. EXECUTIVE COMMITTEE

The Executive Committee shall consist of the Executive Officers of the Board of Directors.  Subject to any limitations established by the Board of Directors, the Executive Committee shall have all the powers of the Board of Directors during the intervals between meetings of the Board, except that in no event may the Committee change the size of the Board or designate members of the Board, elect officers of the Corporation, amend the by-laws or adopt an annual budget for the Corporation.

 

Section 2. OTHER COMMITTEES

With the approval of the Board of Directors, the President may appoint other committees, designate their chairs and assign to them duties.  Members of committees need not be members of the Board of Directors, but the President shall be an ex officio member of all committees, and treasurer shall be an ex-officio member of any committee concerned with preparation or supervision of the Corporation budget.  No committee may exercise any power prohibited to the Executive Committee under section 2 of this Article.

 

Section 3. RECORDS OF PROCEEDINGS

The Executive Committee and any other committee when so directed by the President or the Board of Directors shall keep regular minutes of its proceedings.  Proceedings of any Executive Committee meeting shall be reported at the next succeeding meeting of the Board of Directors, and any other committee shall report its proceedings when so required by the President or the Board

 

Article VI

Administration

Section 1. MUSICAL DIRECTORS

The music directors of the Columbia Concert/Jazz Bands shall serve as independent contractors appointed by the Board of Directors, which shall review these appointments annually.  The music directors shall exercise final authority in all musical matters.  He/she shall make all decisions regarding instrumentation, and seating within sections; select all repertoire; have final approval on the choice of guest artists; and assist with setting the performance schedule.

 

The music directors shall insure timely communication with the board and will coordinate repertoire selection with the bands’ publicity, audience development and grant writing activities.

 

The selection of new musical directors, when necessary, will follow procedures outlined by the Board of Directors.

 

Section 2. SECTION LEADERS

The music directors and Board of Directors may select a member from each section to serve as section leader. The section leaders’ duties shall be defined in the Operating Procedures.

 

Article VII

Corporate Assets and Earnings

Section 1. INVESTMENTS

The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, except that no action shall be taken on or in behalf of the Corporation which would result in denial or loss of tax exemption section 501(c)(3) of the Internal Revenue Code or any successor section of the Code having the same purpose, or any provision of the regulations implementing or applying those sections.

 

Section 2. EARNINGS

No members, director, officer, committee member or employee of the Corporation, or any other person connected in any way with the Corporation, shall at any time receive any of the net earnings or pecuniary profit from the operations of the Corporations, except that this shall not prevent the payment to any such person of such reasonable compensation as shall be fixed by or with the approval of the Board of Directors for services rendered to or for the Corporation; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.  All members of the Corporation shall be deemed to have consented that upon dissolution or winding up of the affairs of the Corporation, the remaining assets shall be distributed as may be authorized by the Board or required by law exclusively to organizations which qualify under section 501(c)(3) of the Internal Revenue Code or successor sections of the Code having the same purpose.

 

Section 3. EXEMPT ACTIVITIES

Notwithstanding any other provision of these by-laws, no member, director, officer, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by a Corporation exempt under section 501(c)(3) of the Internal Revenue Code, or by an organization contributions to which are deductible under section 170(c)(2) of the Code, or under any sections which may be successors to those sections having the same purpose.

 

Article VIII

Miscellaneous

Section 1. FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the Board of Directors.

 

Section 2. RECORDS AND REPORT

The Corporation shall keep correct and complete books and records of account of its transactions as required in these by-laws. The Treasurer of the Corporation shall prepare or cause to be prepared annually a full and correct financial statement of the affairs of the Corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year.  An audit may be performed as required by law.

 

Section 3. ANNUAL BUDGET

The Corporation shall adopt a budget for each fiscal year. The President shall be responsible for seeing to it that a proposed budget is presented to the Board of Directors for its action in due time before the beginning of each fiscal year.

 

Article IX

Amendments to by-laws

Section 1. AMENDMENTS

These by-laws may be amended by a majority of the members of the Corporation in any meeting at which a quorum is present, if written notice of the amendment or subject matter has been given to the members of the Corporation in accordance with the notice provisions of these by-laws.