The Articles of Incorporation (may also be called the Corporate Charter, Certificate of Incorporation, Articles of Association, etc.). Generally considered the most important, it is a legal instrument which sets forth the name and purpose of the corporation and whatever other information is required by the laws of a particular state. The Articles of incorporation supersede all other rules of the corporation.
The Bylaws, a document containing the corporation’s basic rules relating principally to itself as an organization. (What today is preferred to be presented as a single document in times past may have been divided into two documents, i.e., the Constitution and the Bylaws). In accordance with the Official Code of Georgia Annotated, Title 14, Section 3-202, the Articles of Incorporation for the Middle Georgia Concert Band, Inc., have been submitted to the Secretary of State, State of Georgia. Contained in these articles, among other things, are the corporation’s:
3. Place of business
Scott, Robert’s Rules of Order, 10th Ed., 2000.
Section 1. The name of the organization is: MIDDLE GEORGIA CONCERT BAND, INC.
Section 1. The Middle Georgia Concert Band has been organized to:
1. Provide a recreational music program for the citizens of the Middle Georgia area.
2. Provide band music at appropriate civic, community and cultural events throughout the Middle Georgia area.
3. Provide a means whereby musicians may assemble and play for their mutual enjoyment.
4. Promote good will by participating in events in neighboring areas.
5. Reaffirm the concept of community bands in American music.
Section 1. ELIGIBILITY FOR MEMBERSHIP. Any person, at least 18 years of age, who possesses the necessary artistic skills and temperament, is eligible for membership. It shall be the policy of the Middle Georgia Concert Band, Inc. (hereinafter called the Band) not to exclude any person from membership on account of sex, race, religion or national origin. Further, a disability will not keep an individual from membership providing he or she can perform to the level of the Band on his or her instrumental part.
Section 2. CLASSES OF MEMBERSHIP.
REGULAR PLAYERS (this is a VOTING classification):
1. Must make written or verbal application to the Board of Directors.
2. Must be at least 21 years of age.
3. Must possess the necessary skills to perform on a band instrument.
4. Must successfully complete either:
a. a probationary period of six rehearsals, or
b. at least a three-month period as a junior player.
Completion of either period is judged, subjectively, by the Board of Directors. Upon completion, the Board of Directors will be notified and will issue a letter to the individual so stating.
5. Must pay yearly membership dues in an amount as may, from time to time, be determined by the Board of Directors.
Dues are due at the beginning of the fiscal year (Oct. 1) and must be paid within one month, to prevent a notification of delinquency.
Dues for new members are due at the time the membership letter of acceptance is issued. They also have a one-month grace period to make payments.
JUNIOR PLAYERS (this is a NON-VOTING classification):
1. Must make written or verbal application to the Board of Directors.
2. Must be between the ages of 18 and 21 years.
3. Must possess the necessary skills to perform on a band instrument.
4. Must successfully complete a three-month probationary period(success being judged, subjectively, by the Board of Directors).
Upon successful completion the Board of Directors will be notified and will issue a letter to the individual so stating.
PATRON MEMBERS (this is a NON-VOTING classification)
shall be any individual evidencing an interest in the welfare of the band through a substantial contribution of money or work effort toward the successful completion of its purpose(s). Recognition of patron membership shall be recommended by action of the Board of Directors and accomplished via a letter to the individual signed by the President of the Board. An example of a patron member is the Band Master of Ceremonies.
D. SUSTAINING MEMBERS (this is a NON-VOTING classification)
shall be any business, corporation, or industrial entity which evidences an interest in the welfare of the Band through a substantial contribution of money or other inducements toward the successful completion of the Band purpose(s). Recognition shall be as for patron members.
Section 3. GUEST PLAYERS. All musically trained non-band members, especially qualified high school and college students, will with the recommendation of the Board of Directors, be permitted, indeed encouraged, to participate in band activities, e.g., rehearsals and concerts, etc., in the status of Guest Player. Guest Players will not be compensated for participation in band activities, and will be encouraged to become members.
Section 4. RESPONSIBILITIES OF PLAYING MEMBERS. Each playing member, regular or junior, and guest player is expected to take responsibility upon him or herself to:
1. Be present and participate at each rehearsal and performance.
2. Practice to maintain and improve playing ability.
3. Inform the Band, i.e., Board of Directors, Section Leader or by other means, when he or she will be unable to attend a scheduled rehearsal or other Band activity.
4. Be on time for rehearsals and performances.
5. Maintain proper decorum during rehearsals and performances.
6. Appear in complete and proper uniform when appropriate.
7. Not expect to play at a performance unless:
he/she has attended at least fifty percent of all rehearsals prior to the performance and
he/she has attended at least two of the last three rehearsals prior to the performance.
Section 5. VOTING RIGHTS. Only regular members are entitled to vote in Band elections, on resolutions or any other Band business. The executive officers are to be considered regular members for voting purposes. Junior, Patron and Sustaining members shall not be entitled to vote at meetings of the Band, except at meetings to consider dissolution of the Band.
Section 6. TERMINATION OF MEMBERSHIP. Membership in the Band shall terminate:
Voluntarily — if a member so requests in a letter of resignation to the Board of Directors
Involuntarily — for:
a. nonpayment of dues (when a member has failed to fulfill his or her obligations for any Band fiscal year). Upon delinquency, the Treasurer shall notify the Board of Directors. Upon receiving such notification, the Board, at one of its regular meetings, shall consider the case and, if two-thirds of the Board members present at the meeting so vote, the delinquent member will be sent a letter stating his or her membership is being terminated. One appeal for reinstatement, may be made to the Board.
b. failure to meet responsibilities. When a member flagrantly fails to meet his or her responsibilities (sec. 4), in the judgment of appropriate band authorities, e.g., Board of Directors, Section Leader or in special circumstances another member, a written statement will be submitted to the Board for review, judgment and if deemed necessary, termination. One appeal for reinstatement, may be made to the Board.
Section 1. BAND OFFICERS. The officers of the Band shall be President, Vice President, Secretary, Treasurer, Conductor and four Members at Large. These officers shall perform the duties prescribed by these bylaws and the parliamentary authority adopted by the Band. In addition, they may exercise all such powers of the Band and do all such lawful acts and things as are not required to be done by the members.
Section 2. BOARD OF DIRECTORS. The officers of the Band will collectively, be recognized as the Board of Directors, which hereinafter may be referred to as the Board.
Section 3. NOMINATIONS FOR THE BOARD OF DIRECTORS. The Board, meeting at least thirty days prior to the last yearly rehearsal of the Band, shall appoint a nominating committee consisting of five Regular Members (one from each major section of the Band, i.e., woodwinds, brass and percussion, and two officers). It shall be the duty of this committee to nominate candidates (from the Regular Members of the Band) for the offices to be filled at the annual meeting. The nominating committee shall report at the last rehearsal of the Band year (and as a reminder, again at the first rehearsal of the next year). Before the election at the annual meeting, additional nominations from the floor shall be permitted provided the individual to be nominated meets the qualifications and has agreed to serve (if elected).
Section 4. OFFICER ELECTION AND TERM OF OFFICE. The officers shall be elected, with the exception of the Treasurer, by voice vote, written ballot or other satisfactory method, to serve for a term of two years. Their term of office shall begin on the first day following the annual meeting at which they are elected. An officer may succeed him or herself.
Section 5. DUTIES. The duties of Band officers are illustrated by, but not limited to, the following:
A. PRESIDENT. The President shall be the chief executive officer of the Band and shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation. He or she shall preside at all meetings of the members, if present thereat, and at all meetings of the Board. He or she shall be an ex-officio member of all committees and may appoint committee chairpersons. He or she shall cause a yearly audit of the Band’s books. Such audit is to be performed as set forth in Article VI, Section 4, of these bylaws. Report of such audit is to be made in writing to the Board.
B. VICE-PRESIDENT. The Vice-President will perform duties as may be determined by the Board. When, for any reason, the President is unable to perform his/her duties, the Board shall transfer the President’s duties and responsibilities to the Vice-President for the duration of the President’s unavailability.
C. SECRETARY. The Secretary shall record and preserve the minutes of all meetings of the membership and of the Board; provide and serve all notices of the Band; be custodian of the records of the Band; the records of the membership of the Band, alphabetically arranged with addresses, telephone numbers, type and date of membership; and make the records of the Band available to members upon request as required by law.
D. TREASURER. The Treasurer shall have the custody of the Band funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Band. He or she shall be responsible for the collection of dues and provision of receipts for same. He or she shall deposit all moneys and other valuables in the name or to the credit of the Band in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Band as may be ordered by the Board or the President, taking proper vouchers for such disbursements. He/she shall render to the President and Board at the regular meetings of the Board, or whenever they may request it, an account of all transactions as Treasurer and of the financial condition of the Band. If required by the Board, he or she shall give the Band a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe. The Treasurer will follow all policies and procedures concerning the Treasurer as outlined either in the by-laws or any amendment thereof or by any other official document outlining such policies and procedures.
Monthly/Quarterly Reports to the Board:
1. List of outstanding checks
2. List of outstanding debts
3. List of all income categorized by type (Dues, shirt sales, hat sales, donations etc.)
4. Balance any other financial document request by the President or the Board
E. CONDUCTOR. The Conductor shall determine what music the Band will play, and conduct the Band in rehearsals and concerts, in accordance with policy determined by the Board.
F. MEMBERS AT LARGE. Members at Large perform duties as requested by the President.
Section 6. RESIGNATION. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.
Section 7. REMOVAL. Any director may be removed either for or without cause at any time by the affirmative vote of a majority of all the membership entitled to vote, at a special meting of the members called for this purpose, and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority of the members entitled to vote.
Section 8. VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, from reasons other than removal (Art. IV, Sec. 7), the remaining directors in office, though less than a quorum, by a majority vote may appoint any qualified person to fill such vacancy, and to hold office for the unexpired term and until his or her successor shall be duly chosen.
Section 9. COMPENSATION. Directors shall not receive any salary for their services as directors or as members of committees.
Section 10. BOARD MEETINGS. Regular meetings of the Board shall be held a minimum of three times per year (fall, winter, spring) at such time and place as the Board may determine. Special meetings may be called by or at the request of the President, the Conductor, the Administrative Director, the Secretary, or by any two directors in office at that time, or upon petition of no less than two voting members of the band. At all meetings of the Board, the presence of at least four (4) officers is required to conduct business.
Section 1. BAND PERFORMANCE YEAR. The Band performance year will be determined by the Board.
Section 2. REGULAR REHEARSALS. Regular rehearsals of the Band will be held on Monday evenings during the performance year. Place of rehearsal shall be designated by the Board. Additional rehearsals or suspension of regularly scheduled rehearsals shall be at the discretion of the Conductor and the Board. No notice shall be required of any rehearsal, provided the time and place have been announced at a previous rehearsal or by mail or phone.
Section 3. ANNUAL MEETING. The annual meeting of members for the election of the Board of Directors and for such other business as may properly come before the meeting, shall be held at such a place and at such a date as the Board may determine. Without action, the Board permits the annual meeting during the last Monday rehearsal in September.
Section 4. SPECIAL MEETINGS. Special meetings of the Band may be called at any time by the President or a majority of the Board. A notice of such meeting stating the purpose for which it is called shall be announced at a regularly scheduled rehearsal of the Band, not less than one week before the date set for the meeting. The Board shall, in a like manner, call a special meeting of the members whenever so requested, in writing, by one-third of the playing members.
Section 5. VOTING BY MEMBERS. Each member having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of members. Voting on all matters shall be by voice vote, or by show of hands, or other satisfactory method, unless any qualified voter, prior to the voting on any matter, demands vote by ballot. If a quorum is present, a majority of the members entitled to vote at any meting shall determine any matter coming before the meeting, unless a two-thirds, or other vote total is required by other sections of these Bylaws.
Section 6. QUORUM. At all meetings of the members, the presence, in person of one half but no less than twenty (20) voting members shall constitute a quorum.. Members at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a quorum is not present to organize a meeting, there can be no meeting.
Section 7. LIST OF MEMBERS. A complete list of the voting members, arranged in alphabetical order with the addresses of each, shall be prepared by the Secretary, or other officer of the Band having charge of the membership ledger, and shall be produced and kept open at the time and place of annual and/or special meetings. If the requirements of this section have not been substantially complied with, the meeting shall, on the reasonable demand of any member in person, be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
Section 8. ADJOURNMENTS. Any meeting of the members, whether or not a quorum is present, may be adjourned by a concurrence of a majority of the members present.
Section 1. FISCAL YEAR. The Band fiscal year begins on October 1. The Board is authorized to fix the fiscal year of the Band and to change the same from time to time as it deems appropriate and applicable by law.
Section 2. PAYMENTS. The Treasurer, or in emergencies, the Band bank account co-signer, will issue any checks required to satisfy debts owed by the Band. Records of these will become part of the Treasurer’s annual accounting report.
Section 3. INDEMNIFICATION. The Board, with member approval, may indemnify those members who act for the Band. Fee may be purchased and maintained on behalf of any officer, or member, against liability assertions involving such person(s) arising through actions of that during the conduct of official Band business.
Section 4. AUDITING OF BOOKS AND ANNUAL STATEMENT. The Board shall have rules and regulations, not in conflict with the applicable law, for the inspection of accounts, books and records which, by law or by the determination of the Board, shall be open to inspection. The financial accounts of the Band shall be audited annually within the 30-day period prior to the election of the Board by two members appointed by the President, who are not serving in a Band office, elected or appointed. As part of the audit process, the Treasurer shall prepare for the auditors:
a. a balance sheet showing in reasonable detail the financial condition of the Band as of the time of audit, and
b. a profit and loss statement showing the results of its operations to date.
Upon receipt of written request, the Treasurer shall promptly show to any member a copy of the most recent such balance sheet and profit and loss statement.
The auditors shall report their findings to the members present at the annual meeting.
Section 1. FINANCE COMMITTEE. The Finance Committee shall be appointed by the President, with the approval of the Board, and shall advise and assist the Board and the Treasurer on matters related to financial management, budgeting, and corporate financial keeping. Membership of the committee shall include at least one playing member of the Band. One main function of this committee will be the raising of funds for the Band.
Section 2. PUBLICITY COMMITTEE. The Publicity Committee shall be appointed by the President, with the consent of the Board, and shall assist the Board on matters of program preparation, public relations, publicity and correspondence.
Section 3. SOCIAL COMMITTEE. The Social Committee shall be appointed by the President, with the consent of the Board, and shall assist the Board on matters of refreshments for rehearsals, and for social functions.
Section 4. MANAGEMENT COMMITTEE. The Management Committee shall be appointed by the President, with the consent of the Board, and shall assist the Board on matters of setting up for performances, equipment and equipment storage.
Section 5. HISTORICAL COMMITTEE. The Historical Committee shall be appointed by the President, with the consent of the Board, and shall assist the Board on matters related to Band history.
Section 1. No part of the net earnings of the Band shall inure to the benefit of, or be distributable, as dividends or in any other manner, to its members, directors, officers or other private persons, except that the band shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose(s) set forth in Article II hereof.
Section 2. Notwithstanding any other provision of these articles, the Band shall not carry on activities not permitted by
a. by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or
b. a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 3. The Band shall not participate in political activities, except to the extent that, as a musical organization, it may accept compensation to provide entertainment at political functions. However, it will neither directly attempt to influence legislators, nor overtly support one political campaign or candidate above another.
Section 1. The Articles of Incorporation or Band Bylaws may be added to, otherwise altered or revised, or repealed at any annual or special meeting of the members, providing notice has been given the members as to the actions to be taken at least thirty days prior to the meeting. A two-thirds vote of members present is required to approve an action. Amendments must have been submitted in writing and provided to the members with the thirty day notice mentioned above. When Articles of Incorporation are involved, the Secretary of State, State of Georgia, will be informed.
Section I. Dissolution of the Band may be proposed by any member in writing. A proposal for dissolution must be provided to each member of the Band, including all classes of membership, and shall require approval at a Special Meeting called for the purpose of considering dissolution. Dissolution shall be effective only upon an affirmative vote of two-thirds of the total of all members, of all classes of membership on the rolls, as of the date of notice for the Special Meeting.
Section 2. Action to dissolve the Band shall not be effective until it is duly filed and recorded with the Secretary of State of Georgia and such other actions, as may be required by law, have been taken.
Section 3. Upon the dissolution of the Band, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Band is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 1. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Band in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Band may adopt.
I hereby certify that the foregoing bylaws were duly adopted by the Board of Directors of the Band as of this 6 day of March 2006, Secretary.
Latest version posted on May 24, 2011