Bylaws of the Seward Concert Band
Article I: Name and Purpose of Organization
- Section 1: NameThe name of the organization shall be the Seward Concert Band, a nonprofit corporation duly organized under the laws of the State of Minnesota.
- Section 2: PurposeThe corporation is organized and shall be operated exclusively for charitable purposes as permitted by Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, including the purposes of (a) providing for the musical education of members, (b) cooperation with the Minneapolis Public Schools and other community organizations to encourage the appreciation of band music within the community by providing public concerts and (c) providing a forum for musicians to come together to create a musical society.
- Section 3: No Pecuniary GainThe corporation does not and shall not, incidentally or otherwise; afford pecuniary gain to its members, directors or officers. No part of the property of this corporation or any other pecuniary gain shall, directly or indirectly, be distributable to or otherwise insure to the benefit of any member, director or officer, or any other person having a personal and private interest in the activities of the corporation. Notwithstanding any other provision of the bylaws, this corporation shall not carry on any activity not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.
Article II: Membership
- Section 1: MembershipAny person who plays an appropriate musical instrument shall be eligible for membership.
- Section 2: Admission of MembersAll persons regularly attending rehearsals and paying dues as prescribed shall be considered active members. Regular attendance shall be defined as attendance at a minimum of 70% of the rehearsals. Only active members may vote in elections and other matters before the group. Non-active members have the privilege of returning to active status at a later date.
Annual or semiannual dues charged to active members may be fixed from time to time by the Board of Directors. Members pay dues for the full or part year during which they are active members of the organization. Inability to pay dues does not, however, preclude playing in the band.
It is the duty of the membership to elect members of the Board of Directors by paper or electronic ballot. There shall be one vote per active member. Board of Directors shall be elected by the majority of votes cast by active members.
Article III: Board of Directors
- Section 1: ResponsibilitiesThe property, funds, affairs and business of the Band shall be under the general authority of the Board of Directors (hereinafter the “Board”) which shall consist of not fewer than 3 nor more than 7 persons. All officers of the board shall be adults (i.e., of voting age).
- Section 2: Composition of the BoardsThe Board shall normally consist of a President, Secretary, Treasurer, and four members of the band elected to be At-Large Board Members. The Board Members shall each hold office for 2 years with terms overlapping as specified in Article IV, Section 2.
- Section 3: Powers of the BoardA majority of the elected Board Members shall constitute a quorum for conducting business. Except where otherwise required by the statute or provided in the Bylaws; the affirmative vote of a majority of the Board Members present at any meeting at which there is a quorum is sufficient for any action. The Board shall have power to make such regulations and take such actions which are consistent with the Articles, Bylaws and recorded actions of the Band (see Article IV section 5) as, in its judgment, may be necessary for the welfare of or to promote the objectives of the Band. All appropriation and expenditure of funds must be made by the Board.
- Section 4: MeetingsMeetings of the Board shall be held upon call of the President or Secretary or any three members of the board. The Conductor may request meetings but may not call them. All meetings shall be open to all active members of the Band (who retain the right to attend meetings and participate in discussion, but not to vote on items before the Board).
- Section 5: Action Without a Meeting
- Section 2: PurposeAny action which may be taken at a meeting of the Board may also be taken by written or electronic action agreed to by a majority of the Board Members.
Article IV: Officers and Board Members
- Section 1: GeneralThe Officers of the Band shall be a President, a Secretary, and a Treasurer. These officers, along with other members of the Board, shall be elected by active band members at the annual meetings of the Band (according to the schedule described in Article IV, section 2 of these Bylaws) and shall be selected from among the active members of the Band.
- Section 2: Terms of OfficeElections for President, Secretary, and 2 At-Large Board Members shall take place each even numbered year. Elections for Treasurer and 2 At-Large Board Members shall take place each odd numbered year. The fiscal/band year shall run from August 1st to July 31st of the following year.
- Section 3: RemovalAny officer elected by the Band may be removed with or without cause by the affirmative vote of a majority of the active members present at a meeting of the band at which there is a quorum (see Article V Section 4) and for which a notice stating the purpose of the meeting has been announced orally or electronically at least 2 weeks in advance of the meeting.
Any board member may resign at any time, effective either immediately or at a specified later date, by written resignation delivered to the Board President.
- Section 4: Duties of the PresidentThe president is the presiding officer of the Band and of the Board. In cooperation with the Board s/he shall be responsible for:
- Convening and presiding over board meetings
- Seeking out and arranging for performance opportunities
- Appointing all committees as necessary
- Implementing the orders and resolutions of the Board
In addition the President shall have the general powers and duties of supervision and management usually vested in the president of a corporation and shall make a full report of the year’s work to the members of the Band at the annual meeting.
- Section 5: Duties of the SecretaryThe Secretary shall:
- Take minutes of all Board and Annual meetings and make the minutes available to all Band members via the Seward Concert Band website
- Carry out other duties as prescribed by the Board or the President
- Section 6: Duties of the TreasurerThe Treasurer shall:
- In consultation with the Web Manager, keep a complete roll of active Band members
- Collect and, under the direction of the Board, disburse funds of the Band
- Maintain a full and accurate account of receipts and disbursements in books belonging to the Band which shall be open to the inspection of any member with two weeks written notice
- Provide all information required for proper operation of the organization as an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended
- Provide at the annual meeting a full report of the balance receipts and disbursements of the past year
- Provide at the annual meeting an estimate of the probable expenses for the coming year
Article V: Meetings of the Band
- Section 1: Annual Meeting and Special MeetingsThe annual meeting shall be held during the months of March or April each year upon such day as designated by the President. The annual meeting may be held during a regularly scheduled rehearsal. The purpose of the annual meeting shall be to elect Board Members, to hear reports from the President and Treasurer, and to conduct any other business necessary for the Band to continue operation.
Special meetings of the Band may be held from time to time on the call of the President, Secretary, or any 4 members of the Board, or any 25 members or 20% of the active members (whichever is less) of the Band. Such meetings will be held when the calling parties see a need for decisions that cannot wait until the annual meeting.
Informal consultations allowing the Board Members to inform the Band of coming activities and/or to get guidance from the membership through informal comments and straw polls may be held at rehearsals as seems appropriate without the notice required for a formal meeting.
- Section 2: Notice of MeetingsOral and electronic notice of each meeting of the Band shall be given at each regular rehearsal beginning not less than 2 rehearsals before the scheduled date of each meeting.
- Section 3: VotingIn the transaction of any business at any formal meeting of the Band, a majority vote of the active members shall decide the issue provided that a quorum (see Article V section 4) is present. Voting by proxy shall not be permitted.
- Section 4: QuorumAt any meeting of the Band, fifty percent (50%) of the current active membership in attendance shall constitute a quorum.
Article VI: Other Matters
- Section 1: ConductorThe Board shall engage a Conductor to direct the artistic activities of the Band. The Conductor shall be an independent contractor and shall not be personally liable to any extent whatsoever for obligations of this corporation.
- shall be appointed for a term on one Band year (August through July) which may be renewed at the discretion of the Board.
- shall have no administrative functions except as expressly delegated by the Board
- shall have independent control of artistic decisions and
- may, at its discretion, award a stipend to the Conductor;
- may, in consultation with the Conductor, appoint an Associate Conductor and/or Guest Conductors; and
- may delegate to the Conductor the power to fill vacancies in the Band in case of emergency
- Section 2: PropertyAll the property of the band shall remain vested with the Band.
- Section 3: Amendments to the BylawsThese Bylaws may be amended, but only by a two-thirds vote of those Band members present at the annual meeting of the Band or at a special meeting called in accordance with the provisions of these Bylaws. Copies of the amendment with a precise statement of its purpose must be available to all Band members each time notice is given for such meeting.
- Section 4: Maintenance and Inspection of RecordsCorrect and complete copies of the State and Federal Tax documents, Bylaws, accounting records and minutes of the meetings of the Board and committees of the Band shall be kept at the Treasurer’s office of the Band or accessible electronically via the internet or other electronic media. A member of the Board or agent or attorney of any member of the Board may inspect all books of the band for any purpose with two weeks written notice.
- Section 5: Indemnification of PersonsThe full extent permitted by the Minnesota Nonprofit Corporation Act, as enacted or hereafter amended or by other provisions of the law, each person who is a party or is threatened to be made a party to any proceeding, wherever and by whosoever brought (including a proceeding by or in the right of the Band), whether civil, employee, or agent of the Band, or that he or she is or was serving at the specific request of the Board, shall be indemnified by the Band against all reasonable expenses, including attorney’s fees and the disbursements, judgments, penalties, fines paid in settlement, actually and reasonably incurred by such person in connection with such action, suit, or proceeding.
The indemnification provided by the Bylaws shall continue to a person who has ceased to be a member of the board, officer, employee, or agent and shall inure to the benefit of such person and his or her heirs, executors and administrators, up to the limits of the band’s liability insurance, with respect to activities of such person during the period he or she acted as a member of the Board, officer, employee or agent of the corporation and shall apply whether or not the claim against such person arises out of matter occurring before the adoption of these Bylaws.
- Section 6: DissolutionThe Board of Directors shall consider dissolution. Notice of the Board meeting to dissolve, giving date, time and place of the meeting must be mailed or emailed to each Board member not less than twenty-five (25) nor more than sixty (60) days before the meeting. A recommendation for dissolution must be approved by more than two-thirds (2/3) of all of the Board of Directors. Upon passage of the dissolution recommendation, then notice will be sent to the active band membership, not less than 25 nor more than 60 days before a vote is taken. The dissolution must be approved by an affirmative vote of more than 2/3 of the current active band members.
Upon dissolution of the Band, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Band, dispose of all of the assets of the Band through a public sale and/or donation to another non-profit organization, and all proceeds of such sale shall be turned over to the State of Minnesota for such use as the State shall see fit to make of it.
Last Revised: January 2016; Approved April 2016