Van Wert Area Marching Band
Code of Regulations
ARTICLE I
NAME
1.1 The name of this non-profit corporation shall be the "Van Wert Area Marching Band," hereafter referred to in these by-laws as "VWAMB".
ARTICLE II
PURPOSE
2.1 The VWAMB is organized to provide musical education and opportunity for adults who enjoy performing and to provide entertainment exclusively for charitable and educational purposes in advancing the knowledge and appreciation of the performing art of music.
ARTICLE III
MEMBERSHIP
3.1 Qualifications. Membership is open to any person sixteen (16) years of age or older who plays a musical instrument and has a desire to commit their time and talent.
3.2 Regular Active Members shall:
a. Be able to play selected music and physically able to march in scheduled events;
b. Support purpose of the VWAMB;
c. Be responsible for their actions while participating in scheduled events;
d. Be responsible for owned and non-owned musical instruments; and,
e. Be responsible for approved band uniform.
3.3 Inactive Members shall be kept on the mailing list but not be recognized as an Active Member.
3.4 Revocation of Membership. Members may be reprimanded, suspended, or expelled by the Board of Trustees for failure to conform to the ethical standards and professionalism of the VWAMB or for violation of these by-laws.
3.5 Reinstatement of Membership. Reprimanded, suspended, or expelled Members may submit a written request and explanatory statement to the Board of Trustees. Upon approval of the Board of Trustees, the individuals Membership may be reinstated.
ARTICLE IV
DUES
4.1 Annual dues for VWAMB Membership, if any, shall be determined by the Board of Trustees.
ARTICLE V
ATTENDANCE
5.1 Members Shall:
a. Attend all rehearsals, performances, and parades unless employment requirements, personal conflict or illness prevents attendance; and,
b. Notify board President (as soon as possible) if unable to attend a rehearsal, performance, or parade.
ARTICLE VI
MEETING OF MEMBERS
6.1 Annual Meeting. An annual meeting of the Membership shall be held in the month of January of each year, the date, time and place of which shall be set by the Board of Trustees at least Forty-five (45) days prior to such meeting. The meeting will be for the purpose of holding elections and for the transaction of such other business as may come before the meeting.
6.2 Special Meetings. Special Meetings of the Members may be called by the President or the Board of Trustees.
6.3 Notice of Meetings. Written notice shall be mailed to each Member, not less than Thirty (30) days nor more than Sixty (60) days before the date set for the Annual Meeting and not less than Fifteen (15) days before the date of any Special Meeting.
6.4 Contents of Notice. Such notice shall state the place, day and hour of the meeting. Notice for an Annual Meeting shall state that the meeting is being called for the holding of elections and for the transaction of such other business as may properly come before the meeting. Notices of Special Meetings shall state the purpose or purposes for which the meeting is called.
6.5 Delivery of Notice. Notice shall be deemed to have been given when deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office, addresses to the last known address of the Member. Any meeting of Members shall be adjourned from time to time. In such event, it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given at the meeting so adjourned.
6.6 Quorum. At least Twenty-five (25%) percent of the Membership must be present, in person or by proxy, at any Membership meeting before business may be conducted. However, if a quorum is not present, a majority of the Members present at the meeting may adjourn the meeting from time to time without further notice.
6.7 Voting. At all meetings, the Membership will vote by a showing of hands, except for election of Trustees which shall be by written ballot, or unless otherwise directed by the presiding officer. A simple majority of the Members present, in person and by proxy, shall be required to affirm any particular action by the Membership. Any Member may vote by written proxy.
ARTICLE VII
BOARD OF TRUSTEES
7.1 General Powers. The affairs of the Corporation shall be managed by its Board of Trustees. Trustees do not need to be residents of the state of incorporation.
7.2 Board Members. The number of trustees shall be set by the Board of Trustees, but shall not be less than Four (4), who shall always be the President, Vice President, Secretary, and Treasurer of the Corporation. The initial Board shall consist of Seven (7) Trustees, and shall include said Officers and Three (3) Trustees at Large selected from the Membership, and shall remain at that number until changed by the Board. Each Trustee shall hold office until his or her successor is elected at the Annual Meeting of the Membership, and duly qualified, subject to earlier termination by removal or resignation.
7.3 Regular Meetings. The Board of Trustees shall hold their Annual Meeting immediately after, and at the same place as the Annual Meeting of Members. The Board may provide by resolution for additional Regular Meetings to be held without notice except as provided by the resolution itself.
7.4 Special Meetings. The President or any Three (3) Trustees may call for Special Meetings of the Board and fix the time and place for said meetings.
7.5 Notice. Trustees shall be notified of any Special Meeting by advance notice in writing which shall be sent by mail or personally delivered at least Ten (10) days but not more than Sixty (60) days before the time set for the meeting. The notices may be sent to the addresses as shown on the records of the Corporation. Lack of notice is waived by written waiver or attendance at the meeting, in person or by proxy, without protest.
7.6 Quorum. A majority of the Trustees must be present in order to conduct business. However, a majority of those present may adjourn the meeting from time to time without further notice.
7.7 Voting. At all meetings, the Trustees will vote by a showing of hands, except for election of Officers which shall be by written ballot, or unless otherwise directed by the presiding officer. A Two-thirds (2/3) majority of the Trustees present, in person and by proxy, shall be required to affirm any particular action by the Board. Any Member may vote by written proxy.
7.8 Minutes. Minutes of the Board Meetings shall be kept and made available to any Member of the Corporation. A Member who wishes to disagree with a Board decision can challenge the decision before the Board at a meeting of the Board called for that purpose by the President at the request of the disagreeing Member. If no agreement can be reached at such meeting, the disagreeing member may bring the matter before the entire Membership at a meeting called for that purpose by the President at the request of the disagreeing Member. The subject decision of the Board may be changed with a Two-thirds (2/3) affirmative vote of the Membership.
7.9 Vacancies. Any vacancy on the Board may be filled by the affirmative vote of a majority of the remaining Trustees, even if less than a quorum of the Board. A Trustee so elected to fill a vacancy shall complete the unexpired term of his or her predecessor in office. If additional trustees are to be elected to increase the size of the Board, this shall be done by election at a meeting of the Membership or of the Board of Trustees.
7.10 Compensation. Trustees shall serve without compensation. The Board may provide a salary or other compensation to any employee for his or her services. The Board may also provide by resolution that any corporate agent by indemnified for expenses and costs, including legal fees which were necessarily incurred in connection with any claim asserted against him or her by reason of his or her being or having been corporate agent. However, no indemnification shall be allowed if the trustee was guilty of misconduct regarding the matter in which indemnity is sought.
7.11 Removal. The Board of Trustees may remove any Trustee at any time if, in its judgment, the best interests of the Corporation would be served hereby. Any Trustee who continuously fails to attend scheduled meetings or fails to perform the duties usually required of such Trustee, can be subject to dismissal by a unanimous vote of the remaining Board Members.
ARTICLE VIII
OFFICERS
8.1 Number and Qualifications. The elected officers of the VWAMB, in order of executive authority, shall be President, Vice President, Secretary and Treasurer. Any two or more offices may be held by the same person except the offices of President and Secretary. Officers shall have been Members of the Corporation for at least Twelve (12) months prior to taking office, and shall remain Members during their terms of office.
8.2 Term. The initial officers shall be elected by the Board of Trustees at their organizational meeting and shall serve until their successors are duly elected and qualified at the Annual Meeting in January of 2004. Thereafter, the officers shall be elected by the Board of Trustees at their Annual Meeting and shall serve for Three (3) years or until their successors are duly elected and qualified. Each officer shall remain in office until his or her successor is elected and qualified, subject to earlier termination by removal or resignation.
8.3 President. The President shall be the executive officer of the Corporation and serve as the Chairman of the Board of Trustees and as such shall chair all meetings, conduct the annual business meetings, sign for the organization, and appoint committees as needed. He or she shall have all such powers as may reasonably be construed as belonging to the chief executive of a non-profit corporation. The President shall be responsible for keeping the Membership informed of all activities as required.
8.4 Vice President. The Vice President shall assist the President in the performance of his duties and in his absence, inability or refusal to act, shall perform the duties of the President.
8.5 Secretary. The Secretary shall keep minutes of all meetings, distribute them to all Members of the Board of Trustees as soon as possible, carry out correspondence and be custodian of all organization records and complete other duties as assigned by the President. The Secretary shall keep a list of the Membership and their mailing addresses and see that all notices are given in accordance with these Regulations or as provided by law.
8.6 Treasurer. The Treasurer shall have charge and custody of, and be responsible for all funds and securities of the Corporation, and, in general, perform all the duties incidental to the office of Treasurer and other duties as may be assigned by the President or Board of Trustees.
8.7 Vacancies. Vacancies may be filled at any meeting of the Board of Trustees. The vacancy in the office of President shall automatically be filled by the Vice President.
ARTICLE IX
COMMITTEES
9.1 Committees. The Board of Trustees may establish committees of one or more Trustees to conduct the business of the Corporation. Other committees shall be established consisting of Members, but not exercise the authority of the Board of Trustees in the management of the Corporation. All committees shall function in accordance with the Regulations, rules and procedures established by the Board of Trustees.
ARTICLE X
APPOINTED POSITIONS
10.1 Designation. The Appointed Positions of the VWAMB may be, but not limited to, Music Director, Drum Major, Section Managers, Music Librarian, Membership Recruitment Chairperson, Publicity Chairperson, Uniform Manager, Equipment Manager and Webmaster.
10.2 Music Director. The Music Director shall direct the band at scheduled rehearsals and events. He or she shall make recommendations concerning music selections with the final selection to be made by the Board of Trustees.
10.3 Drum Major. The Drum Major shall have a thorough understanding of the performance and purpose of the event, and lead the cadence and music of the band.
10.4 Section Managers. The Section Managers shall be appointed for the brass, woodwind, and percussion sections and shall be responsible for the administrative duties of those sections.
10.5 Music Librarian. The Music Librarian shall be responsible for the distribution and collection of all music and maintenance of the music library.
10.6 Membership Recruitment Chairman. The Membership Recruitment Chairperson shall oversee the recruitment of new Members through mass media, general leads and present Members.
10.7 Publicity Chairman. The Publicity Chairperson shall handle publicity as directed by the Trustees and publicize band performances and activities.
10.8 Uniform Manager. The Uniform Manager shall order and issue new uniforms to band Members, maintain records, and in general notify the Trustees of Member uniform violations.
10.9 Equipment Manager. The Equipment Manager shall keep an inventory of all corporate owned and borrowed instruments and equipment, make corporate owned and borrowed instruments and equipment available for rehearsals/performances and assure equipment is returned to storage after usage. In addition, the Equipment Manager will inform the Trustees of needed instrument repair and the reason for repair. Upon approval of the Trustees, the Equipment Manager will submit and retrieve instruments for repair.
10.10 Webmaster. The Webmaster shall design and maintain the VWAMB web page as approved by the Board of Trustees.
ARTICLE XI
PARLIAMENTARY PROCEDURE
11.1 The presiding officer of the VWAMB shall determine the order of business at meetings. "Roberts Rules of Order, Latest Edition" shall be recognized as the parliamentary authority governing meetings in all instances, unless it’s provisions conflict with these Regulations.
ARTICLE XII
FISCAL MATTERS
12.1 Fiscal Year. The fiscal year of the VWAMB shall be October 1 through September 30.
12.2 Funds Designation. All funds belonging to VWAMB shall be held in the name of "Van Wert Area Marching Band" in a federally insured bank designated by the Board of Trustees.
12.3 Funds Authorization. The Treasurer or the President has the authority to disperse monies from the Van Wert Area Marching Band account on the Treasurer’s, or President’s authority/signature for any amounts under $500.00. Disbursements of amounts of $500.00 and more shall be made only on the authority and approval of the Trustees.
ARTICLE XIII
SEAL
13.1 The seal of the VWAMB Corporation shall be in the form affixed below and kept by the President.
ARTICLE XIV
UNIFORMS
14.1 The official uniform of the VWAMB will be maintained by all individual band Members. The uniform will consist of corporate issued purple polo shirt, corporate issued khaki shorts, personal solid dark brown belt, all white athletic shoes and all white socks. All white baseball type cap (with no logo) is optional.
ARTICLE XV
PERFORMANCES
15.1 The Board of Trustees will determine the type and number of events the VWAMB will perform on an annual basis.
ARTICLE XVI
AMENDMENTS
16.1 These Regulations may be adopted, altered, amended or repealed by an affirmative two-thirds (2/3) vote of the Board of Trustees present and voting at any duly called meeting. Written notice of the intended change shall be given at least Thirty (30) days prior to the meeting during which such change is to be considered.
16.2 In case of any doubt or ambiguity in the interpretation of a Regulation or provision by any Member, the Board of Trustees shall have the right to determine the interpretation, and its decision shall be final.
ARTICLE XVII
DISSOLUTION
17.1 In the event of dissolution of the VWAMB Corporation, any funds or instruments remaining shall be distributed to one or more regularly organized and qualified charitable, educational organizations. Organizations will be selected by the Board of Trustees, in accordance with the VWAMB purposes prior to dissolution.
Van Wert Area Marching Band vwamb@wcoil.com