Gwinnett Community Band :: Come on out and play!

Bylaws of the Gwinnett Community Band
Revised April 2007

PREAMBLE

The purpose of the Gwinnett Community Band, Inc., as expressed in its Articles of Incorporation includes, but is not limited to the following:

To provide opportunities for musicians from diverse backgrounds to work together cooperatively in the performance of music.
To provide an opportunity for high school and college graduates to have the opportunity to continue their experiences in music performance after graduation;
To make musical performances accessible to all segments of the community; and
To perform all other acts necessary or incidental to the above, but to engage only in activities which are exclusively charitable and educational and are entitled to charitable and educational status for tax and other purposes under federal, state and local law.

The Gwinnett Community Band will not discriminate in membership or performance design or venue with regard to race, religion, creed, gender, or national origin.

ARTICLE ONE

Offices

Section I. Principal and Registered Office. The corporation shall maintain a registered agent whose address will serve as the registered office of the Corporation.

ARTICLE TWO

Board of Directors

Section 1. General Powers. The affairs of the Corporation shall be managed by the Board of Directors except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. The Board of Directors shall make all determinations with respect to the use, disbursement and distribution of funds or properties of the Corporation for the express purposes described in the Articles of Incorporation. An operating budget, approved annually by the Board is the primary but not necessarily the sole mechanism for such actions.

Section 2. Number and Qualifications. The number of Directors of the Corporation shall be not less than three (3) nor more than nine (9) and shall be elected by a majority of the total members in good standing of the band. This election shall take place during the month of May or June, as appropriate, no more than 10 days after the election of officers as prescribed in Article Five and shall be at the location of rehearsal. Vacancies on the Board of Directors may also be filled by a “special election” by the total members in good standing of the band at any time of the year.

Section 3. Term of Office. All members of the Board of Directors with the exception of the Music Director shall hold office for a period of two (2) years. One half of the board members shall have terms that expire in even numbered years and the other half shall have terms that expire in odd numbered years. Each elected Director shall hold office from the time of the Annual Meeting following his/her election until the Annual Meeting following his/her successor’s election, or until such time as he is removed pursuant to the Bylaws of the Corporation. A Director elected by a special election shall assume office immediately. A Director may succeed himself/herself as a Director of the Corporation.

Section 4. Dismissal. The failure of any Director to attend at least one of three consecutive meetings of the Board shall automatically result in dismissal of such Director from the board, unless the Board shall find that there were circumstances excusing the absences. Directors can be removed from office by a majority vote of the total members in good standing of the band.

ARTICLE THREE

Meetings of Directors

Section 1. Regular Meetings. Meetings of the Board of Directors shall be held at least quarterly, at such place as the Directors from time to time determine. The May meeting shall be designated the Annual Meeting at which time newly elected directors shall take office.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Board of Directors or by the President. If at least three members of the Board of Directors shall petition the President to call a special meeting,the President shall do so and such meeting shall be held within thirty days from the date the request is received in writing.

Section 3. Notice of Meetings.The President or Secretary shall give written notice of each regular meeting, stating the place, date and time as determined by the Board of Directors. Such notice shall be given to each Director at least ten (10) days before the meeting.

Section 4. Quorum. If the Board of Directors is composed of an odd number of persons, a majority of the directors in office shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. If the Board of Directors is comprised of an even number of persons, one-half of that number shall constitute the quorum.

Section 5. Manner of Acting. Except as otherwise provided in these Bylaws, or by the law, 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.

Section 6. Action Without Meetings. Any action which may be taken at a meeting of the Board of Directors, or of a committee of Directors, may be taken without a meeting if consented to in writing (see Definitions), setting forth the actions so taken. Said writing shall be signed by a majority of the Directors entitled to vote with respect to the subject matter thereof, or a majority of the members of such committee, as the case may be. Such consent shall have the same force and effect as a majority vote of the Board of Directors or of such a committee, as the case may be, taken as a regularly called and held meeting of the Directors or of the Committee. Actions taken without a meeting must be communicated to the entire Board of Directors, and are subject to the “Ratification of Interim Decisions” provision in Section 8 of this Article.

Section 7. Compensation. Directors shall not receive any salary or other compensation for services as members of the Board. However, a Director may receive the actual amount of expenses incurred in performing any authorized service for the Corporation.

Section 8. Ratification of Interim Decisions. Any decision resulting from an Action Without Meeting (Article Three, Section 6) or from the Executive Committee (Article Four, Section One) shall be designated as an “interim decision” if requested by at least two (2) Directors. An interim decision may not go into effect until ratified by the entire Board of Directors at a subsequent Regular or Special meeting.

ARTICLE FOUR

Committees

Section 1. Executive Committee. The Board of Directors shall designate an Executive Committee which shall be composed of the President, Vice President, Secretary and Treasurer of the Corporation. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the Corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the Bylaws; electing, appointing or removing any such committee or a Director or officer of the Corporation; amending the Articles of Incorporation; or restating the Articles of Incorporation. Decisions of the Executive Committee must be communicated to the entire Board of Directors, and are subject to the “Ratification of Interim Decisions” provision in Article Three, Section Eight

Section 2. Other Committees. Other committees not having and exercising the authority of the Directors in the management of the Corporation may he appointed directly by the President or in such a manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. The lifetime of such an appointed committee shall automatically expire at the closing of the next annual meeting of the Board of directors of the Corporation, unless continued by a resolution adopted by the Board of Directors at that meeting. Any member in good standing in the band may be appointed to a committee and hold office in the committee.

Section 3. Term of Office. Each member of a committee shall continue as such until the next Annual Meeting of the Directors of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such a committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman. One member of each committee shall be appointed Chairman by the person or persons authorized to appoint the members thereof.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointment.

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE FIVE

Officer

Section 1. Titles. The officers of the Corporation shall be a President, a Music Director, a Vice President, a Secretary, and a Treasurer, and such other officers, as the Board of Directors shall deem necessary or desirable. All officers shall perform the duties normally attached to their respective offices.

Section 2. Elections and Term. The President, Vice President, Secretary, Treasurer and Music Director of the band shall be elected by members in good standing of the band at the second rehearsal in May of each year.

At least two (2) weeks prior to the election, the President shall appoint a nominating committee who shall nominate one candidate for each elective office. This slate shall be announced to the band membership at least one week before the election.

Additional nominations may be made from the floor.

A majority of all votes cast for a specific office shall be necessary for election.

All voting shall be done by closed ballot except when only one candidate is nominated for an office.

The President, Vice President, Secretary, Treasurer and Music Director shall be members of the Board of Directors. Any person elected to an office who is not a Director will be granted a vacant Director position.

Upon being elected, officers shall assume their duties immediately. A full transition of information and responsibilities from the previous slate of officers to the newly elected officers must be complete within two (2) weeks following the election.

Any officer shall be eligible to succeed himself except the President, who may serve no more than two (2) consecutive one-year terms. The presiding officer may call special elections during the year to fill any unforeseen vacancies.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by a vote of a majority of all of the Directors at any regular or special meeting of the Board.

Section 4. Vacancies. Vacancies among officers of the Corporation may be filled by vote of a majority of all of the Directors at any regular or special meeting of the Board.

Section 5. President. The President shall be the Chief Executive Officer of the Corporation and shall have general supervision of the business of the Corporation. He/she shall see that all orders and resolutions of the Board of Directors are implemented. The President shall preside at all meetings of the Board of Directors. He/she shall be a member ex‑officio of all standing committees. He/she may sign and execute all authorized documents in the name of the Corporation.

Section 6. Music Director. The Music Director is appointed by the Board of Directors. The Music Director is a member of the Board of Directors and is responsible for repertoire and the conduct of rehearsals.

Section 7. Vice President. The Vice President, upon the absence of the President, shall preside at meetings, and shall perform such duties as are assigned to him/her from time to time by the Board of Directors. The Vice President will also serve as the business manager of the Corporation

Section 8. Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation, and shall manage the fiscal affairs of the Corporation. The Treasurer shall keep books and records of the financial affairs of the Corporation and make such available to the President and Board of Directors upon request. The Treasurer will present the Board with regular financial statements at Board meetings.

Section 11. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Board of Directors. He/she shall give all notices required by law, these Bylaws and perform other duties as assigned by the Board of Directors.

ARTICLE SIX

General Provisions

Section 1. Waiver of Notice. A Waiver of Notice in writing, signed by the person or persons entitled to such notice shall be equivalent to the giving of such notice.

ARTICLE SEVEN

Amendments

Section 1. How Amended. These Bylaws may be amended or repealed and new Bylaws adopted by the affirmative vote or a majority of the Board of Directors at any stated or special meeting of the Board, provided that notice of the proposed action shall have been included in the notice of the meeting or shall have been waived as provided in these Bylaws.

DEFINITIONS

Member in good standing: Any band member who has been with the organization longer than six weeks, is current on dues payments, and attends more that half of the band’s rehearsals and performances.

In writing: unless otherwise noted, documents or requests “in writing” shall include electronic media, such as email. Similarly, unless noted, “signatures” from individuals shall include electronic signatures via email.