Seward Concert Band Bylaws

Article 1
Name and Purpose of Organization

Section 1: Name

The name of the organization shall be the Seward Concert Band, a nonprofit corporation duly organized under the laws of the State of Minnesota.

Section 3: Purpose

The corporation is organized and shall be operated exclusively for charitable purposes as permitted by Section 501(c)(3) of the Internal Revenue Code, 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 Gain

The 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 inure 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.

Article II
Membership and Participation

Section 1: Eligibility for Participation

Any musician may perform with the band provided that they play an instrument appropriate for the band and they agree to uphold the duties and expectations of performers.

Section 2: Duties and Expectations of Performers

The Seward Concert Band Board of Directors shall publish a Performer Handbook, which will include policies applicable to performers of the band. These policies include, but are not limited to, attendance obligations and conduct expectations for performers at rehearsals, performances, and other band engagements.

All persons who perform with the Seward Concert Band agree to abide by the policies stated in the Performer Handbook. Individuals who do not abide by these guidelines may be asked to cease participation with the Seward Concert Band.

Section 3: Eligibility for Membership

All Performers shall be eligible for membership in the Seward Concert Band. Membership is granted after receipt of membership dues. Payment of dues and membership status does not preclude participation as a performer with the band.

Section 4: Membership Dues and Terms

The membership year of the Seward Concert Band is August 1 through July 31. Performers may choose to become members for the entirety or half of the membership year. The Board of Directors shall publish dates for half-year membership in the Performer Handbook.

Members may pay dues in advance of the beginning of the fiscal year and/or membership term; Memberships otherwise begin upon receipt of dues.
Memberships are only valid within a single fiscal year. Any individual whose membership expires has the privilege of renewing their membership at a later date.

The Board of Directors is empowered to consider requests for alternative dues payments, including in-kind payments, service in lieu of financial payments, or reduced rates for those with financial need. Policies regarding alternative payments and financial assistance shall be published in the Performer Handbook.

Section 5: Rights and Duties of Members

All current members:
Shall be eligible to vote in band matters and elections.

• May attend meetings of the board and any subcommittee.
• Shall be eligible to run for board of directors positions.
• Shall be eligible to serve on any committee or subcommittee of the band.
• May request and/or access formal documents of the band, including meeting minutes and financial records.
• Additional member-only benefits or opportunities may be offered at the board’s discretion.

Article III
Board of Directors

Section 1: Responsibilities

The 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.

Section 2: Composition of the Boards

The 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 Board

A majority of 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.

Should a board vacancy arise, the board may appoint an eligible member to fill that position for the remainder of the fiscal year. If the position’s term would have extended beyond the fiscal year, a special election will be held at the band’s next annual to fill the position for the remainder of its term.

Section 4: Meetings

Meetings 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 current 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

Any 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.

Section IV
Officers and Board Members

Section 1: General

The Officers of the Band shall be a President, a Secretary, and a Treasurer. Officers shall be at least 18 years of age. There shall be no more than one At-Large member less than 18 years of age. These officers, along with other members of the Board, shall be elected by current 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 current members of the Band.

Section 2: Terms of Office

The fiscal/band year shall run from August 1st to July 31st of the following year.

The term of office for all elected members of the Board shall be two (2) consecutive fiscal years. The period of time served by anyone appointed to complete another’s term shall also be considered a term.

Elections for President, Secretary, and two (2) At-Large Board Members shall take place each even numbered year. Elections for Treasurer and two (2) At-Large Board Members shall take place each odd numbered year.

Section 3: Term Limits

Each board member may hold their position for a maximum of four (4) consecutive terms, but may be eligible for another board position at the end of their maximum tenure.

No Board members shall serve more than five (5) consecutive terms in any combination of positions.

After four (4) consecutive terms as an At-Large Board member, that member may be eligible only for Secretary, Treasurer, or President.

After four (4) consecutive terms as a board officer, the Secretary, Treasurer, or President may be eligible only for any position other than their own.

Counting of terms for all Board members will begin anew with the fiscal year following ratification of these Bylaws.

Section 4: Removal

Any board member or officer may be removed with or without cause by the affirmative vote of a majority of the current members present at an official 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.

Any board member may be removed by a two thirds majority vote of the Board of Directors in cases of malfeasance. In addition, any board member who misses two consecutive meetings may be removed by the board, pending a majority vote.

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. If the President resigns, their written resignation shall be delivered to the Secretary.

Section 5: Appointment

In the event of a vacancy on the Board, the Board shall appoint a member of the band to fill the vacancy until the end of the current fiscal year. If the vacated term does not end at the end of the current fiscal year, the band shall elect a member to complete the term from the end of the appointment.

Section 6: Duties of the President

The President is the presiding officer of the Band and of the Board. In cooperation with the Board they shall be responsible for:

1. Convening and presiding over board meetings
2. Seeking out and arranging for performance opportunities
3. Appointing all committees as necessary
4. 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 7: Duties of the Secretary

The Secretary shall:

1. Take minutes of all board meetings, board actions without meetings (see Article 3, Section 5), and meetings of the band and make the minutes available to all Band members via electronic communication.
2. Carry out other duties as prescribed by the Board or the President.

Section 8: Duties of the Treasurer

The Treasurer shall:

1. Keep a complete roll of current Band members.
2. Collect and, under the direction of the Board, disburse funds of the Band.
3. 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.
4. 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.
5. Provide at the annual meeting a full report of the receipts and disbursements of the past year, as well as an estimate of the expected income and expenses for the coming year.
6. The treasurer shall propose and present a draft budget to the board on or before the first board meeting of the fiscal year.

Article V
Meetings of the Band

Section 1: Annual Meeting and Special Meetings

The annual meeting shall be held during the months of March, April, or May 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 current 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 Meetings

Electronic notice of each meeting of the band shall be given no later than two weeks prior to the meeting’s scheduled date. Oral notice shall be given no later than two weeks prior, whenever possible.

Section 3: Voting

In the transaction of any business at any formal meeting of the Band, a majority vote of the current members present shall decide the issue provided that a quorum (see Article V section 4) is present. Voting can be held electronically, via paper ballot, voice vote, or
division of the house. Voting by proxy shall not be permitted.

In the event of a declared local, state or national emergency, the Board shall be empowered to include non-active members in any band-wide vote for the duration of the emergency.

Section 4: Quorum

At any meeting of the Band, fifty percent (50%) of the current membership in attendance shall constitute a quorum.

Article VI
Other Matters

Section 1: Conductor

The 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.

The Conductor:

1. shall be appointed for a term on one Band year (August through July) which may be renewed at the discretion of the Board;
2. shall have no administrative functions except as expressly delegated by the Board;
3. shall have independent control of artistic decisions and

The Board:

1. may, at its discretion, award a stipend to the Conductor;
2. may, in consultation with the Conductor, appoint an Associate Conductor and/or Guest Conductors; and
3. may delegate to the Conductor the power to fill vacancies in the Band as needed.

Section 2: Property

All the property of the band shall remain vested with the Band.

Property may be held by members in certain roles from time to time. Those members are responsible for these assets while in their possession.

Proposals to sell or dispose of any band asset must be presented to the board with a minimum of 30 days notice for their review.

Section 3: Amendments to the Bylaws

These 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 a meeting.

Section 4: Maintenance and Inspection of Records

Correct 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 band, or their representative, may inspect all books of the band for any purpose with two weeks written notice.

Section 5: Indemnification of Persons

The 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: Dissolution

If events necessitate dissolution, the board shall consider such action. 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, notice will be sent to the current band membership for a special meeting to consider dissolution, 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 band members voting.

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.