organized and existing under the laws of the state of Pennsylvania.
Adopted, October 28,2003
Revised by a vote at the January 2010 Annual Meeting
ARTICLE I – OFFICES
The offices of the corporation are the home address of the business manager which shall change from time to time.
ARTICLE 2 – PURPOSE OF THE ORGANIZATION
The purpose of the organization is to serve the community of Shippensburg and the area surrounding Shippensburg so as to create a desire for good music, encourage the study of music among membership of the band, provide an opportunity for those in the Shippensburg area who play band instruments to play in an organization and to provide an environment where members can grow musically. Further, it is the purpose of the organization to provide a cooperative environment between the school music program and the Shippensburg Band, and further provide opportunities to educate its members musically and to provide entertainment and an artistic outlet to the Shippensburg community and the area surrounding Shippensburg.
Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes the making of distributions to organizations under Section 501 (c) (3) for the Internal Revenue Code ( or the corresponding section of any future Federal tax code).
No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to its members, trustees, directors, 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 Section (c) (3) purposes. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the Corporation shall not participate on or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from Federal income tax under Section 501 (c) (3) for the Internal Revenue Code ( or the corresponding section of any future Federal tax code) or (b) by a corporation, contributions to which are deductible under Section 170 (c ) (20) of the Internal Revenue Code ( or the corresponding section of any future Federal tax code).
Upon the dissolution of this Corporation assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) for the Internal Revenue Code or corresponding section of any future Federal tax code or shall be distributed to the Federal government or to a state or local government, for public purposes.
ARTICLE 3 – MEMBERSHIP
Membership in the organization shall be established by an individual indication to the board of directors his desire to become a member, followed by participation in the organization rehearsals and activities. There shall be no discrimination as to membership for any purpose, including but not limited to age, sex, race, or national origin. The board of directors may remove a person from membership upon conduct which has a detrimental effect to the organization or failure by the members to attend any rehearsals or activities of the organization for a six-month period.
Annual meeting. The annual meeting of the members shall be in the month of January of each year as set by the board of directors. A quorum for the annual meeting shall consist of fifteen members.
ARTICLE 4 – BOARD OF DIRECTORS
The Board of Directors shall have the entire management of the business of the Corporation . In the management and control of the property, business, and affairs of the corporation, the Board of Directors is hereby vested with all the powers possessed by the corporation itself.
The number of directors shall be no fewer than eleven and shall consist of the president, vice president, secretary, treasurer, business manager, librarian, historian, publicist and three trustees. All directors shall be elected annually by the members.
The Board of Directors shall set meetings as called by the president, or by any two of the members of the board.
Seven directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Any vacancy occurring in the Board of Directors or officers of the corporation may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law.
ARTICLE 5 – OFFICERS
The officers of the corporation shall be a president, vice president, secretary, and treasurer, each of whom shall be elected by the membership at their annual meeting. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.
The president shall be the principal executive officer of the corporation and subject to the control of the Board of Directors. Shall in general supervise and control all of the business and affairs of the corporation. The vice president shall act in the president’s absence.
The secretary shall keep the minutes of the membership and of the Board of Directors’ meetings, see that all notices are given in accordance with the provisions of these by-laws or as required by law, be custodian of the corporate records and in general perform all the duties incident to the office of the secretary and such other duties as from time to time may be assigned. A stand-in shall be appointed to keep minutes of meetings at which the elected secretary is not in attendance.
The treasurer shall have charge and custody of and responsible for all funds and securities of the corporation, receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks or other depositories as shall be selected by the Board of Directors, maintain financial records and prepare periodic financial reports.
ARTICLE 6 – CONTRACTS, LOANS, CHECKS AND DEPOSITS
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
All checks, drafts or other orders for the payment of money, notices or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manners as shall from time to time be determined by resolution of the Board of Directors
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE 7 – FISCAL YEAR
The fiscal years of the corporation shall begin on January 1 and end on December 31.
ARTICLE 8 – OPERATING PROCEDURES
The Board of Directors shall secure the services of a musical conductor and assistant conductor in accordance with Article 2 and Article 5, section 1.
The Board of Directors or appointed agents shall maintain a publication of operating procedures and policies which may include but is not limited to accepted conductor selection procedures, description of the duties of musical conductors and other appointed assistant officers, description of election procedures, membership rights, responsibilities and expectations, and any other items required for the successful achievement of the goals as stated in Article 2. These operating procedures shall be modified as deemed necessary by a majority of the Board of Directors.
ARTICLE 9 – AMENDMENTS
A majority of those members present and voting at any weekly rehearsal can amend these bylaws. The proposed amendment shall be distributed in written form to all members of record at least one week prior to the first of two consecutive band rehearsals, at which the amendment shall be discussed. The dates of the rehearsals at which the discussions and the vote will take place shall be included with the announcement of the proposed amendment. For voting purposes, a quorum shall be the same as provided in Article 3, Section 2.