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BYLAWS OF THE SHIPPENSBURG BAND |
| organized and existing under the laws of the state of Pennsylvania. |
| Adopted, October 28,2003 |
| Revised, September 2006 |
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| ARTICLE I - OFFICES |
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The offices of the
corporation are the home address of the business manager which shall
change from time to time.
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| ARTICLE 2 - PURPOSE OF THE ORGANIZATION |
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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 it's 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 |
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Section 1.
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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 no 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.
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Section 2.
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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.
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| ARTICLE 4 - BOARD OF DIRECTORS |
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Section 1.
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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.
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Section 2.
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The number of
directors shall be no less than ten and shall consist of
the president, vice president, secretary, treasurer, business manager,
librarian, historian, as well as three trustees elected by the members
annually.
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Section 3.
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The Board of
Directors shall set meetings as called by the president, or by any two
of the members of the board.
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Section 4.
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Seven directors
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors.
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Section 5.
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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.
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Section 6.
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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.
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| ARTICLE 5 - OFFICERS |
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Section 1.
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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.
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Section 2.
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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.
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Section 3.
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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.
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Section 4.
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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.
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| ARTICLE 6 - CONTRACTS, LOANS, CHECKS AND DEPOSITS |
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Section 1.
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The Board of
Directors may
authorize any officer or officers, agent or agents, to enter into any
contract or executive 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.
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Section 2.
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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.
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Section 3.
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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
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Section 4.
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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.
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| ARTICLE 7 - FISCAL YEAR |
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The fiscal years of
the corporation shall begin on January 1 and end on December 31.
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| ARTICLE 8 - OPERATING PROCEDURES |
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Section 1.
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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.
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Section 2.
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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 he 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.
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| ARTICLE 9 - AMENDMENTS |
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These bylaws may be
altered,
amended or repealed and new by-laws may be adopted by a vote of the
membership representing a majority of all members at any annual meeting
of the members when a quorum is present.
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