Montrose Community Band, Inc.
Draft Bylaws

Downloadable Word Document

Article I – Name

    The name by which this corporation shall be known is the Montrose Community Band, Inc.

Article II – Purpose

    The purposes of this corporation shall be:

1. To promote band music in the community through concerts and other performances.
2. To provide musical educational programs for the public.
3. To support the musicians in the community by providing performance opportunities.
4. To partner with other musical groups for concerts, performances, and other activities.
5. To accept grants, donations and contributions from individuals, other organizations and businesses to fulfill the above purposes.

Article III – Activities

    Section 1: No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

    Section 2: No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

    Section 3: Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any 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, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Article IV – Membership

    Membership in this corporation shall be open to all individuals in sympathy with its purposes. There shall be three classes of membership, each class having voting privileges.

    Band Members: Band Members shall be at least 18 years of age or older, show musical competency, and shall participate regularly in all rehearsals and performances.

    Associate Band Members: Associate Band Members shall be under 18 years of age, pass an informal audition after attending three consecutive rehearsals, and shall participate regularly in all rehearsals and performances. Associate Band Members shall not hold an office or chair a committee.

    Supporting Members: Supporting members shall be those interested in supporting the purposes of the Montrose Community Band. Supporting members shall pay annual dues as set by the Board of Directors.

Article V – Board of Directors

    Section 1: This corporation shall have seven (7) directors and collectively they shall be known as the board of directors. Directors shall serve for three (3) year terms: three to be elected one year; three to be elected each second year; and, the remaining to be elected each third year. The Music Director shall be an ex-officio of the board of directors.

    Section 2: In the event of a resignation of any duly elected director, the President shall appoint a new director to serve out the remaining term of the resigning director with the approval of the board of directors.

    Section 3: Directors shall be nominated from among the band and the general membership and be elected at the annual meeting.

    Section 4: Directors shall be elected by the majority of those present at the annual meeting and shall not serve for more than two successive terms.

    Section 5: A quorum of the majority of the board of directors is required to conduct the business of the corporation.

    Section 6: Any board member who fails to attend two consecutive meetings without prior notice to the President shall be subject to removal by a unanimous vote of the remaining board members.

    Section 6: Directors shall serve without compensation except they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

    Section 7: The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.

    Section 8: The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of the State of Colorado.

Article VI – Officers

    Section 1: The officers of the corporation shall be President, Vice-President, Secretary and Treasurer.

    Section 2: The officers shall be elected from among the directors and shall perform the duties usually required of such officers. Such election shall take place directly after the annual meeting.

    Section 3: The President shall preside over and conduct all meetings of the corporation, including all band meetings, appoint all committees, be an ex-officio member of all committees; and, shall represent the corporation in all legal matters and public affairs.

    Section 4: The Vice-President shall perform all the duties of the President in the absence of the President and shall be the chair of the nominating committee.

    Section 5: The Secretary shall take the minutes of all meetings and record them in the corporate record book; keep a list of the membership together with their addresses, telephone numbers and email addresses; notify the directors and the members of the time and location of all meetings; and, conduct the correspondence of the corporation.

    Section 6: The Treasurer shall maintain the financial records of the corporation; shall issue monthly statements to the board of directors; prepare an annual financial statement for the membership for the annual meeting; and, file all financial information required for government reports.

Article VII – Music Director

    The Music Director shall be appointed by the Board of Directors. The Music Director, in consultation with the Board of Directors and Band members, shall be responsible for all concerts, performances and rehearsals. The Music Director shall have the final decision on all musical matters and in the selection of musicians for performances.

Article VIII – Committees

    Standing committees of the corporation shall be the Nominating and Auditing committees. Additional committees may be appointed by the President at the direction of the board of directors.

    Section 1: The Nominating committee shall be appointed in November and shall present a slate of candidates for directors two weeks prior to elections. Nominations may also be taken from the floor at the annual meeting.

    Section 2: The Auditing committee shall be appointed by the President in November and shall do an annual audit of all the financial records of the corporation and present a report to the board of directors.

Article IX – Meetings

    Section 1: Meetings of the Board of Directors shall be held monthly at a time and place designated by the board.

    Section 2: An annual meeting of the membership shall be held in February at a date, time and location set by the board of directors. Members shall be notified in writing or by electronic mail at least two weeks prior to the date of the meeting. A quorum at any annual meeting shall be a majority of the members present at the meeting.

Article X – Parliamentary Procedure

    Robert’s Rules of Order, current edition, shall govern the proceedings of this corporation, when not in conflict with these bylaws or the Articles of Incorporation.

Article XI – Nondiscrimination Policy

    This corporation shall follow an equal opportunity policy, and all programs and activities are available to all persons without regard to race, creed, color, religion, national origin, sex, sexual orientation, age, disabilities, veteran status or marital status. This policy also applies to outside vendors, use of contractors and consultants and in dealing with the general public.

Article XII – Dissolution

    In the event of the dissolution of the corporation, and prior to the completion thereof, all liabilities and obligations of the corporation shall be paid, satisfied and discharged, and all of the remaining assets, property, and income owned or held by the corporation shall be expended for, or applied to, the purposes of the corporation, or one or more of such purposes, by transferring and conveying such assets, property and income to one or more corporations or organizations organized and operated exclusively for charitable or educational purposes, to which exemption from income taxes has been granted under Section 501(c)(3) of the current Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law), and no part of such remaining assets, property, or income shall be distributed to members or to any other persons whatsoever.

Article XIII - Amendments

Amendments to these bylaws may be made at any meeting of the general membership by a two-thirds vote of those present, after notification in writing to each member at least two weeks before the meeting at which the voting is to take place.

Ratified this ______day of _____________, 2004.

(Signed by the initial board of directors.)

PROPOSED POLICIES OF
THE MONTROSE COMMUNITY BAND, INC.

    The following policies have been approved by the board of directors of the Montrose Community Band. These policies shall be in effect until changed or rescinded by the board of directors at any regular or special meeting.

I. Attendance

1. Band members shall attend all rehearsals, performances and concerts unless an excused absence is given by the Music Director.
2. A request for an excused absence from a performance should be given to the Music Director in writing at least two weeks in advance of the absence.
3. If a rehearsal is to be missed, the Music Director should be notified as soon as possible before the rehearsal.
4. Band Members who fail to maintain an 80% attendance may face loss of their place in the band and member privileges.

II. Section Leaders

1. Section Leaders shall be appointed by the Music Director.
2. Section Leaders shall be appointed for the brass, woodwind, and percussion sections.
3. Section Leaders shall be responsible for the their sections as directed by the Music Director.

III. Committees

1. Membership – this committee shall oversee the recruitment of new band members and new supporting members.
2. Publicity – this committee shall publicize the activities of the band as directed by the board of directors.
3. Music Library – This committee shall be responsible for the distribution and collection of all music and the maintenance of the music library.
4. Uniform – this committee shall research and recommend various uniforms styles to the board of directors. When band uniforms are purchased by the corporation, this committee shall be responsible for the maintenance and issuing of such uniforms.
5. Web Site – this committee shall design and maintain the official web site as directed by the board of directors

NOTES:

    To be able to accept grants, donations and contributions, the MCB needs to be incorporated in the State of Colorado and apply for Internal Revenue 501 (c)(3) tax exempt status. With these two designations anyone making contributions can deduct those contributions from their personal or business income taxes on both the state and federal returns. The cost for filing the Articles of Incorporation in Colorado is $50 and about $350 for the federal filing fee. (This changes periodically)

    The board of directors should be able to handle the business affairs without making provisions for an Executive Committee, since the organization is small.

    Attendance and Section Leaders and other similar items should be handled by policies from the board and should not appear in the bylaws. Members of the band should have a say in what the policies are but do not have a vote on establishing them.

    The first directors should stagger their terms so that the board does not lose all its members at every election.

    After the Articles of Incorporation are filed and returned, you should have a First Meeting of the Board of Directors, where various business items are voted on.

    It is very important that the Minutes of the meetings are kept in a safe place in the corporate record book (a notebook is fine) and that the membership list is kept up to date and available to the public (part of the nonprofit responsibilities).