Bylaws

BAINBRIDGE CORNET BAND INCORPORATED

Constitution

Article 1

Name

The name of the organization is the Bainbridge Band Incorporated (hereinafter referred to as “the Band”).

Article 2

Purposes

To promote and to provide musical entertainment to the community at large.To provide musical rehearsal and instructional facilities.

To acquire and maintain a library of music and musical equipment.

To provide fellowship for skilled and semi-skilled musicians.

To maintain the tradition of a community band in Bainbridge, Pennsylvania.

 

Article 3

Membership

Membership in the Band shall be open to all persons who desire to associate themselves in the achievement of the purposes of the Band.Classes of membership and dues are delineated in the By-Laws of the Band.

 

Article 4

Organization

An organizational structure to fulfill the stated purposes of the Band is delineated in the By-Laws of the Band.

Article 5

Amendments

Proposed amendments to this constitution must first be approved by the Executive Board and, if approved, they will be distributed to the Band members. Four weeks after distribution, the proposed amendments will be read aloud at a general meeting of the Band and a vote will take place.

Bainbridge Cornet Band Incorporated By-Laws

Article 1: Membership

The membership of the Bainbridge Band Incorporated (hereafter referred to as “the Band”) shall consist of four classes as described in the Membership Policy as determined by the Executive Board:1. Active Player Member: Only active player members have voting rights.2. Apprentice Player Member: Participant players who are not active members.

3. Non-player Member: Persons interested in helping to support the Band in non-playing capacities and through financial contributions and/or non-financial services.

4. Honorary Member: Persons will be approved by the Executive Board.

B. Dues: There are no dues, but to participate in Band activities both player and non-player members must be recorded as such by the Secretary and issued a membership card. Active player membership in the Band is permanent unless revoked for just cause by the Executive Board.

Article 2: Officers and their Election

Elected officers shall consist of a president, vice president, secretary, and treasurerElected Officers must be player members.

The term of office for all elected officers shall be for one year.

The President shall appoint a nominating committee at the October meeting each year. The nominating committee shall present its nominations at the November meeting. After the nominations have been presented, the meeting shall be opened for further nominations from the floor. All nominees must agree to be nominated (orally or, if absent, in writing) and to serve if elected. The election by secret ballot is held after all nominations have been closed. Unopposed nominees need not be voted on and are declared winners by the officer presiding over the election meeting. Twelve (12) player members of the Band constitute a quorum to hold an election of officers and to conduct business.

Article 3: Duties of the Elected Officers

A. President The President shall:

1. Preside at all meetings of the Band and of the Executive Board.

2. Appoint chairpersons of standing committees for which the President is responsible (see Article 5) plus any temporary committees which may be required. The President may serve as ex-officio member of such committees.B. Vice-President The Vice-President shall:

1. Preside over all meetings of the Band in the absence of the President.

2. Appoint chairpersons and members to committee for which the Vice-President is responsible (see Article 5).C. Secretary The Secretary shall:

1. Keep complete and accurate record of the meetings of the Band and of the Executive Board.2. Present a report of the previous meeting’s minutes.

3. Carry out the correspondence of the Band.

4. Maintain an accurate list of the members of the Band.

5. Give a report on membership at the Executive Board and Band meetings if requested.D. Treasurer The Treasurer shall:

1. Be responsible for the monies and funds of the Band.

2. Establish and maintain an accurate record of receipts and disbursements, funds, investments and other assets and liabilities of the Band.3. Present a current financial report at the Executive Board and Band meetings.

4. Deposit the funds of the Band in a bank depository selected by the Executive Board.5. Furnish a bond, if required, paid for by the Band, in an amount determined by the Executive Board.

E. Executive Board The Executive Board shall:

1. Consist of the elected officers of the Band.

2. Be vested with the general management of the Band.

3. Appoint members of the Band to fill unexpired vacancies which may occur in the ranks of the elected officers or appointed members.4. Investigate and recommend changes in the Constitution and By-Laws which are considered to be in the best interest of the Band.

5. Annually select a bank depository in which the funds and other valuable documents of the Band are to be deposited and dispersed.

6. Select appointed officers of the Band (see Article 4).

7. Review the performance of appointees at least annually with the purpose of maintaining the objective of the Band.8. Determine the remuneration, if any, for the appointed officers, members, and non-members for musical engagements as recommended by the Executive Board.

Article 4: Appointed Officers and their duties

A. Musical Director The Musical Director shall:

1. Conduct all rehearsals and performances. If unable to do so, the Musical Director shall arrange to have the Assistant Director conduct rehearsals and/or performances in his/her absence. Guest directors may be utilized by the Musical Director.2. Select music programs for all playing engagements and/or rehearsals, as well as soloists or guest performers.

3. Request approval from the Executive Board to have the Librarian purchase new music and musical equipment.

4. Approve engagement staffing by the Business Manager.

5. Serve as a non-voting member of the Executive Board.

B. Assistant Director The Assistant Director shall:

1. Conduct the Band at rehearsals and performances at the request and under the direction of the Musical Director.C. Business Manager The Business Manager shall:

1. Act as an agent of the Band in seeking, promoting, and booking engagements.

2. Levy charges and prepare contracts for engagements.3. Make arrangements for Band members to appear at the engagement site at the specified time and place and in the proper dress with proper equipment.

4. Act as an agent of the Band in dealing with contractors at the engagement site.

5. Operate the Basement Canteen on a break-even basis.

D. Librarian The Librarian shall:

1. Manage and maintain the music library of the Band.

2. Purchase new music and office supplies as authorized by the Executive Board.

Article 5: Committees

A. Property: Vice-President and two player or non-player members.

B. Auditing: President and two player or non-player members other than the Treasurer and Business Manager.C. Nominating: Two active player members. Elected officers are excluded.

D. Public Relations: A minimum of three player or non-player members.

Article 6: Duties of the Committees

Property

1. Responsible for maintaining the Band hall and grounds.Auditing

2. Perform an annual audit of accounts and prepare an annual report to the membership.3. Review the accounting and other procedures of the Band and make recommendations for improvements, if required, to the Executive Board.

Nominating

4. Secure nominees for elected officers for the ensuing year, in accordance with Article 2.Public Relations

5. Promote the Band and its objectives with the general public through advertising and other means.6. Prepare a printed concert program that includes a list of sponsors.

Article 7: Meetings

General meetings of the Band shall be held at least quarterly, immediately following rehearsal. Notice of a quarterly meeting will be given at least one month in advance. Special meetings of the Band may be called by the President at any time.Meetings of the Executive Board shall be held at least quarterly. Special meetings of the Executive Board may be called by the President at any time.

Twelve (12) player members of the Band constitute a quorum for enactment of business at a regular meeting of the Band. Three of the four members of the Executive Board must be present to transact business at Executive Board meetings.

Article 8: Amendments to the By-Laws

The By-Laws may be amended as follows:

The proposed amendment(s) must fist be approved by the Executive Board and, if approved, distributed to the Band members. Four weeks after distribution, the proposed amendment(s) will be read aloud at a general meeting of the Band and a vote will take place.Article 9: Dissolution

The corporation may be dissolved upon recommendation of the Executive Board and approval of the general membership of the Band at a special meeting. Such special meeting shall be held only upon a minimum of 30 days notice.In the event that the Band is dissolved, after settlement of debts, the remaining physical assets of the Band, if any, shall be disposed of to such non-profit organization(s), organized under section 501©(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law), whose objectives are considered by the Executive Board to be the most consistent with those of the Band. After such disposal, the corporate charter of the Band shall be vacated.

Article 10: Organizational Materials and Property

Any real estate or equipment of the organization and its use shall be governed by the Executive Board and decisions made by the Executive Board may be amended or overruled by a majority vote of the active membership at a regular meeting or a special meeting, if said special meeting was called for that purpose.Article 11: Capital Expenditures

Any motion requiring a capital expenditure in excess of $1000.00 of organizational funds or assessments of members must be submitted in detail to the organization at a regularly scheduled meeting. Voting will proceed, if appropriately motioned, seconded, approved, voted and carried.Article 12: Statement of Not-For-Profit Requirements

No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of its purposed.

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, 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, the corporation shall not carry on any other activities not permitted to carried on (a) by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or corresponding provision of any other future United States Internal Revenue Law).

Article 13: Commonwealth Requirements

The Executive Board will insure the requirements as set forth by the Commonwealth, as amended, are fulfilled in a timely manner, as listed below:

Insure the Decennial Filing Report is completed and submitted to the Department of State with appropriate fees.In accordance with Act No. 46 of 1982, requires all non-profit organizations to register with the Department of State, Corporation Bureau, before beginning operations in Pennsylvania, and to annually notify the Corporation Bureau of any changes in its officers. This registry must set forth the name of the corporation, the date of incorporation, the Act of Assembly or Authority under which it was incorporated, the place of business, the post office address, the name of the president, chairman, secretary, and treasurer, the amount of capital authorized by its articles of incorporation, if any, and the amount of capital paid to its treasury. Forms required are card SCB-5318 to be completed in duplicate, and Form DSCB-BCL206 (Rev81) Corporate Registry Information to be submitted in triplicate, and forwarded to the Department of State, Corporation Bureau, Room 308, North Office Building, Harrisburg, PA 17120.

Solicitation of funds from citizens of the Commonwealth by Non-Profit Organizations must register with the Department of State, Commission on Charitable Organizations, Room 308, North Office Building, Harrisburg, PA 17120.

If the Board desires, Pennsylvania Sales Tax Exempt Status may be obtained from the Department of Revenue, Exemption Unit, Bureau of Accounts Settlement, 7th Floor, Strawberry Square, Harrisburg, PA 17127. If this status is acquired, the Executive Board will administer the filing as required.

Article 14: Indemnification

General RuleSubject to the provisions of B below, the organization shall, to the fullest extent permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect, indemnify any person (and his heirs, executors and administrators), who was or is party, witness or participant, or is threatened to be mad a party, witness or other participant to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, actions by or in the right of the organization), by reason of the fact that he is at the request of the organization a director of officer of another corporation, partnership, joint venture, trust of other enterprise, against all expenses (including attorney’s fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such action,, suit or proceeding.

Standard of Conduct

Except as provided in D below, indemnification shall be provided under Section 1 above, only if it is determined in accordance with the procedure set forth in Section 3 above that:

1. the person seeking indemnification acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the organization: and2. the act or failure to act giving rise to the claim for indemnification does not constitute willful misconduct or recklessness.

Notwithstanding the foregoing, no person shall be indemnified in any case where the act or failure to act giving rise to have constituted willful misconduct or recklessness; indemnification under this Article is impermissible by reason of federal law.

Procedure

Except as provided under D below, indemnification under Section 1 above (unless ordered by a court) shall be made by the organization only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the person seeking indemnification has met the applicable standard of conduct set forth in Section 2 above. All such determinations shall be made in accordance with the following procedure:

Method of Determination: All determinations shall be made: (i) by the

3. Executive Board by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding in respect of which indemnification is sought; or (ii) in the event that such a quorum is not obtainable, or even if obtainable, a majority of such quorum so directs, by independent counsel in a written opinion to the Executive Board, a copy of which shall be delivered to the person seeking indemnification.4. Selection and Payment of Independent Counsel: In the event that a determination is to be made by independent counsel, such independent counsel shall be selected by the Executive Board and the law firm or person so selected shall be subject to the approval of the person seeking indemnification, which shall nor be unreasonably withheld. The organization shall pay all reasonable fees and expenses of the Independent Counsel. For purposes of this Article, “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and that has not in the immediately preceding five years been retained to represent the organization, the person seeking indemnification or any other party to the action, suit or proceeding giving rise to the claim for indemnification.

5. No Presumption: The termination of any action, suit or proceeding referred to in Section 1 above or of any claim, issue or matter therein, by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that a person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the organization or that the act or failure to act giving rise to the claim for indemnification constitutes willful misconduct or negligence.

Successful Defense

Notwithstanding any other provision of this Article, to the extent that a person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 above, or in defense of any claim, issue or matter therein, he shall be indemnified by the organization against all expenses (including attorney’s fees, court costs, transcript costs, fees of experts and witnesses, travel expenses, and all other similar expenses) actually and reasonable incurred by him in connection therewith.

Advance Payment of Expenses

Subject to such terms, conditions and limitations, if any, as the Executive Board may in its discretion determine to be appropriate, the organization shall advance all reasonable expenses, (including attorney’s fees, court costs, transcripts costs, fees of experts and witnesses, travel expenses and all similar expenses) reasonable incurred in connection with the defense of or other response to any action, suit, or proceeding referred to in Section 1 above upon receipt of any undertaking by or on behalf of the person seeking the advance to repay all amounts advanced if it shall ultimately be determined upon final disposition of such action, suit or proceeding that he is not entitled to be indemnified by the organization under the provisions of this Article. Notwithstanding the provisions of the preceding sentence, the organization shall not be required to make any advance payment of expenses (or to make any further advance if one or more advances shall have been previously made) in the event that a determination is made by the Executive Board that the making of an advance or further advance would be inappropriate in the circumstances.

No Duplication of PaymentsThe organization shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the person seeking indemnification has otherwise actually received payment under any insurance policy, contract, agreement or otherwise. In the event that the organization makes an advance payment of expenses to or on behalf of any person, such person shall repay to the organization the amount advanced, if and to the extent that he subsequently receives payment therefore under any insurance policy, contract, agreement or otherwise.

InsuranceThe organization may purchase and maintain at its own expense one or more policies of insurance to protect itself and to protect any director, officer, employee or agent of the organization or of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in such capacity, whether or not the organization would have the authority to indemnify such person against any such expense, liability or loss under this Article or under the laws of the Commonwealth of Pennsylvania.

Indemnification AgreementsThe organization shall have authority of the Executive Board to enter into an indemnification Agreement with any person who may be indemnified by the organization pursuant to the provisions of this Article or otherwise. Any such indemnification agreement may contain such terms and conditions as a majority of the Board shall in the exercise of their discretion determine to be necessary or appropriate, provided that such terms and conditions may not be inconsistent with the substantive provisions of this Article. The fact that the organization has not entered into an indemnification agreement with any person shall not in any way limit the indemnification rights of such person under this article or otherwise.

Non-ExclusivityThe right to indemnification and to the payment of expenses incurred in defending against or otherwise responding to any action, suit or proceeding in advance of its final disposition as set forth in the Article shall not be exclusive of any other rights which any person may now have or hereafter acquire under any agreement, vote of members, vote of disinterested directors, or under any applicable law or under the Articles of Incorporation of the organization, or otherwise.

Survival of RightsThe indemnification rights provided to a person under the provisions of this Article shall continue after such person ceases to be a director or officer of the organization or of another entity, as to any action taken, any failure to take action, or any events which occurred while such person was a director or officer of the organization or of another entity.

Modification or RepealThe provisions of this Article may be modified or repealed in accordance with the procedures for amending these By-Laws, provided however, that any such modification or repeal shall not have any effect upon the indemnification rights of any person as they relate to any action taken, any failure to take action, or events which occurred prior to the effective date of such modification or repeal.

Proposed, motioned, seconded, voted upon and approved this __________________________

day of ___________________________________________, 20________.

Membership Policy

Membership categories

A. Active playerget paid for jobshave priority over apprentice players for playing jobs

can take an empty playing slot for a job

B. Apprentice player

does not get paid for a jobmay plays a job but not guaranteed to play if there is an empty slot

C. Non-player

Person interested in helping to support the Band in non-playing capacities and through financial contributions and/or non-financial services.

D. Honorary member

Person will be approved by the Executive Board

Determination of category

The Director/Assistant Director will determine, working with designated section leaders, who is an active member and who is an apprentice member. Section leader is defined as someone who rehearses and plays regularly with the band and who is proficient on their instrument. Section leaders are not appointed, rather when the director needs help in an opinion he designates a section leader he can consult with.How membership categories are established

If you are new and show for a rehearsal you are considered an apprentice. At least annually, the Director will review the apprentice list and determine, with the Assistant Director and section leaders, if an apprentice can move to active member status.Who gets to play and when

The Business Manager will circulate sign-up sheets for the concert season to get initial response of availability.The Director, working with the Business Manager, determines the number of players needed for each concert a month ahead of time.

The Director, working with the Assistant Director and section leaders, will determine the number of players needed for each part and assign available players to parts.

If excess players are available, the Director will assign who plays based on

a. membership status.b. active players have priority over apprentice players.

c. if there is an empty slot, an active players cannot be denied that slot.

d. if there is an empty slot, an apprentice player can be denied that slot at the discretion of the Director.

Regular attendance at rehearsals will impact who plays at the discretion of the Director.

The Director will attempt to rotate personnel after satisfying membership and attendance criteria, for fairness.

If an unassigned players shows for a job, they will not get paid.

If an unassigned player shows for a job, they may be asked, by the Director, not to play if there is not adequate space or a section’s balance is affected.

Communication of player assignments

Player assignments will be posted at rehearsals and also verbally mentioned at the rehearsal before the job.Payments for a job

An active player member receives payment at a rate determined by the Business ManagerApprentice members playing with the band as of August 2008 will receive payment as determined by the Business Manager.*

Apprentice members joining after August 2008 will not receive payment for playing a job.

*Once “grandfathered” apprentice players are moved to active player status, this policy will be updated to remove the grandfathering language.