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Original Adoption: November 2, 1981
Latest Revision: March 4, 2002
NORTHWEST GUILFORD BAND BOOSTERS, INC.
BY-LAWS
Article I: Name and Purpose
Section 1: Name:
The name of the corporation is the Northwest Guilford Band Boosters, Inc.
Section 2: Purpose:
The purposes for which the corporation is organized are exclusively charitable
and educational, including but not limited to:
Provide planning, technical,
business and financial assistance to the instrumental music programs at
Northwest Guilford Schools, thereby contributing to lessening of the burdens of
government in the band programs.
Lend all possible support, both
moral and financial, to the general instrumental music programs in the Northwest
Guilford Schools, assisting in the instruction and training of band students who
are developing their capabilities and benefiting the broader public community.
Arouse and maintain an enthusiastic
interest in the various phases of the Instrumental Music Department of the
Northwest Guilford Schools; and
Provide a sympathetic audience
for Band Members practicing to appear before the public.
Co-operate with those in charge of
the Instrumental Music Department and the School Board to the end that the
department be brought to and kept at the highest possible degree of efficiency.
To build and maintain an organization which will help promote the general
activities of the Instrumental Music Department.
Performing any and all lawful
activities which may be useful in accomplishing the foregoing purposes, either
alone or in conjunction with other organizations provided, however that all the
aforesaid activities shall be limited to the scope and intent of SECTION 501 (C)
(3) of the Internal Revenue Code as it now exists or as it may hereafter be
amended.
Article II: Members>
Any parent(s) of band members,
officers, Alumni of the Northwest Guilford High School band, and any person
interested in the objectives for which this club is organized may become a
member upon payment of annual dues as set forth from time to time by the
organization.
2.Family annual dues shall be all
inclusive for membership in this organization.
Article III: Activities
The major kind of activities
sponsored by the corporation are typically:
Raising funds through outside
corporate sponsorship and donations;
Raising funds through yearly
sales;
Raising funds through the sale
of refreshments, programs, etc. at events hosted by the corporation;
Running all aspects of home
events except that which is directly related to teaching and judging.
Funds raised by the corporation are
to be used for:
1.Pay entry fees for the band(s) in
contests.
2.Pay out of pocket expenses,
transportation and room and board for the students and director and his
assistant(s).
3.Pay for all awards given at corporation hosted events.
4.Pay for all necessary materials for the Awards Banquet.
5.Pay out of pocket expenses,transportation and room and board for chaperones to be selected on a rotating
basis from the corporation.
6.Purchase and maintain such equipment
necessary for the operation of the band(s), not otherwise provided for.
7.To maintain the next fiscal year’s
beginning capital.
Article IV: Leadership
Section 1: Number and
Composition:The affairs of this corporation shall be managed, and its corporate powers
exercised by its Board of Directors. The Board shall consist of not less than
five (5) nor more than eleven (11) voting members.
The Board shall include
the following:
A.Chairman of the board of Directors (Director of Bands, Northwest Guilford High School)
B.President
C.Vice-President
D.Budget Director
E.Secretary
F.Treasurer
G.At large Directors from general
membership (not more than 3)
1. Ways and Means
2. Competition Support
3. Fall Festival
Section 2: Election and Term:
The Board of Directors shall be elected by the membership to serve for one (1)
year. The initial Board of Directors includes those persons set forth in the
original Articles of Incorporation.
Section 3: General Powers:
The business and affairs of the membership shall be managed by the Board of
Directors. The corporation shall be strictly on a non-profit basis, and no part
of the income of the corporation shall inure to or become the property of any
officer, member, or other private individual.
Section 4: Nominations:
The Board of Directors, with the exception of the Director of Bands shall be
elected by the corporation. The Director of Bands shall be a permanent member
of the Board of Directors. The President of the corporation shall appoint a
nominating committee of five (5) members, which shall be approved by the board,
which shall submit one or more nominees for each elective office at the
appropriate meeting for the election of officers. Nominations shall also be
allowed from the floor, with prior consent of nominee. A majority of votes cast
shall be necessary to elect, a quorum being present. The slate of officers and
nominees for the Board of Directors shall be presented to the membership at the
regular monthly meeting next preceding the monthly meeting at which annual
elections will be held. Nominees from the floor may be made at the meeting next
preceding the election meeting and/or at the election meeting.
Section 5: Qualifications:
All Directors shall be individuals who are supportive of the purpose of the
corporation, who are members in good standing, and are otherwise qualified in
accordance with the Articles of Incorporation of this corporation and by these
By-Laws.
Section 6: Vacancies:Vacancies occurring in the Board of Directors shall be filled as soon as
possible for the unexpired term thereof by election of the members of the
corporation.
Section 7: Removal of
Directors:
Any Director may be removed from office by recommendation of a two-thirds (2/3)
vote of the remaining directors and sustained by a majority vote of the members
of the corporation, or by a two-thirds (2/3) vote of the members of the
corporation at any regular meeting, or a special meeting called for that
purpose.
Section 8: Employees and
Agents: The
Board of Directors may employ and discharge any such employees and agents of the
corporation as it may deem necessary. Authority to hire and discharge may be
delegated in whole or in part by the Board of Directors to such person or
persons as it may designate. In the event that the Board of Directors shall
caused to be hires, one or more full-time employees, it shall adopt a formal
personnel policy establishing the terms of employment.
Section 9: Compensation:
Directors shall be entitled to receive at appropriate rates prescribed from time
to time by the board reimbursement for travel, subsistence, and other expenses
necessarily incurred in connection therewith. A Director shall not serve the
corporation for such services, except as authorized by the Board.
Section 10: Resignation:
A Director may resign by giving a written notice to the President of the
corporation. A resignation shall take effect at the time received by the
President unless another time is specified therein, and acceptance of a
resignation shall not be necessary to make it effective.
Article V: Meetings of Directors
Section 1: Place of Meetings:
All meetings of the Board of Directors shall be held at the Northwest Guilford
High School, Greensboro, North Carolina, or at such other place as shall be
designated in the notice of meeting or agreed upon by a majority of the
Directors.
Section 2: Annual Meeting:
The Board of Directors shall meet once a year in the spring, or a date to be
determined by the Chairman of the Board each year. The annual meeting will be
held for the purpose of reviewing and developing an operating budget for the
next fiscal year for the corporation and for the transaction of such other
business as may be brought before the meeting.
Section 3: Special Meetings:
The Board shall meet from time to time in special meetings as necessary to
conduct business matters of the corporation at the request of the President or
two Directors.
Section 4: Notice of
Meetings:
Each Director shall be notified of the time and place of a special meeting at
least three days before the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.
Attendance by a Director at a special meeting shall constitute a waiver of
notice of such meeting, except when a Director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called.
Section 5: Voting:
Each Director shall be entitled to one vote on each matter submitted to a vote
at a meeting of the Board of Directors. Voting on all matters shall be by voice
or by a show of hands unless more than one-half of the Directors present at a
meeting where there is a quorum shall demand, prior to the voting on any matter,
a ballot vote on that particular matter.
Section 6: Proxy:
There will be no voting by proxy.
Section 7: Action Without
Meeting:
Action taken by a majority of the Directors without a meeting is nether-the-less
Board action if written consent to the action in question is signed by all the
Directors and filed with the minutes of the proceeding of the Board, whether
done before or after action so taken.
Section 8: Quorum:
A majority of the Directors present at any meeting duly called, shall constitute
a quorum for the transaction of business.
Article VI: Meetings of the Members
Section 1: Place of Meetings:
All meetings of the members shall be held at the Northwest Guilford High School
in Greensboro, North Carolina or at such other place as shall be designated in
the notice of meeting or agreed upon by a majority of the membership.
Section 2: Monthly Meetings:
The members shall meet once a month on the first Monday of each month. The May
meeting will be held for the purpose of electing officers and directors of the
corporation and for the transaction of such other business as may be brought
before the meeting.
Section 3: Special Meetings:
The members shall meet from time to time in special meetings as necessary to
conduct business matters of the corporation at the request of the President of
the Board of Directors.
Section 4: Notice of
Meetings:
Each member shall be notified of the time and place of a special meeting at
least three days before the meeting in writing or by telephone. Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting, except that when a Director is to be elected at
a special meeting or when an amendment to the By-Laws is to be voted upon, then
the notice shall so state.
Section 5: Voting:
Each member shall be entitled to one vote on each matter submitted to a vote at
a meeting of the members. Voting on all matters shall be by voice or by a show
of hands unless more than one-half of the members present at a meeting where
there is a quorum shall demand, prior to the voting on any matter, a ballot vote
on that particular matter.
Section 6: Proxy:
There will be no voting by proxy.
Section 7: Quorum:
Any twenty members present at any meeting duly called shall constitute quorum
for the transaction of business.
Article VII: Officers
Section 1: Election and Term:
The officers of the corporation shall be those set forth in the succeeding
sections of this Article and shall be elected at each May meeting of the
members.
Section 2: Duties of the
President:
The President shall be the chief operating officer of the corporation and,
subject to the control of the Board of Directors, shall supervise and control
the management of the corporation in accordance with these By-Laws and the
Articles of Incorporation. He/She shall, when present, preside at all meetings
of the Board of Directors. He/She shall sign, with any proper officer any
deeds, mortgages, bonds, contracts or other instruments which may be lawfully
executed on behalf of the corporation, except where required or permitted by law
to be otherwise signed and executed, except where the signing and execution
thereof shall be delegated by the Board of Directors to some other officer or
agent. In general he/she shall perform all duties incident to the office of
president and such other duties as may be prescribed by the Board of Directors
from time to time. The President shall appoint all committees and shall be an
ex-officio member of all committees.
Section 3: Duties of the
Vice-President:
The Vice-President shall assist the President in the management of the
corporation as delegated and directed by the President and the Board of
Directors. He/She shall preside at meetings in the absence of the President.
It is the specific purpose of this office to provide leadership training and
complete exposure to management of the corporation in an effort to promote
continuity of programs of the corporation.
Section 4: Duties of the
Director(s) at Large:
The Director(s) at Large shall have such powers to perform such duties as may be
assigned to him/her by the Board of Directors, or the President.
Section 5: Duties of the
Budget Director:
The Budget Director shall maintain and balance a budget for the corporation, and
at such time as the Board of Directors may require, furnish a complete report on
the costs and expenditure of the corporation and perform tasks as needed in the
capacity of Budget Director.
Section 6: Duties of
Secretary:
The Secretary shall keep accurate records of the acts and proceedings of all
meetings of the Board of Directors and of the membership. He/She shall be
responsible that all notices shall be given required by law and these By-Laws.
He/She shall have general charge of the corporation’s books and records.
Section 7: Duties of the
Treasurer:
The Treasurer shall have custody of all funds and securities belonging to the
corporation and shall receive, deposit or disburse the same under the direction
of the Board of Directors. He/She shall keep full and accurate accounts of the
finances of the corporation. He/She shall cause a true statement of the assets
and liabilities of the corporation as of the close of the fiscal year, all in
reasonable detail, to be made and filed at the corporation’s principal office
within one month after the end of each fiscal year. He/She, together with such
delegates he/she may choose, shall keep on a cash basis a detailed ledger of all
receipts and disbursements of funds of the corporation, which ledger shall be
kept at the principal office of the corporation and shall be open to inspection
by any member and by others having a legitimate interest in the information
contained within.
Section 8: Bonds:
The Board of Directors may require a bond of the Treasurer conditioned upon the
faithful performance of his duties, and the Board of Directors may require such
fidelity bonds of other employees. The premiums for all such bonds shall be
paid by the corporation.
Section 9: Compensation:
Officers shall be entitled to receive at appropriate rates prescribed by the
Board, from time to time reimbursement for travel, subsistence, and other
expense necessarily incurred in connection with their duties as officers of the
corporation.
Section 10: Succession:
Any officer may succeed himself/herself in office upon election by the
membership but in no event shall occupy the same office continuously in excess
of two years, (24 months).
Section 11: Resignation:
Any officer may resign at any time by giving written notice of this
resignation. The resignation shall take effect at the time received, unless
another time is specified therein, and the acceptance of such resignation shall
not be necessary to make it effective.
Article VIII: Committees
Section 1: Committee
Membership:
Committee membership shall be encouraged for each member in good standing.
Committee assignment shall be determined by the chairpersons of the respective
committees. The term of service of committees shall end when specific purpose
for which appointed have been accomplished or shall end at the close of business
at the last regular meeting in the fiscal year following appointment.
Section 2: Standing
Committees:
Standing Committees shall consist of the following:
A. Club Support
B. Booster Liaison
C. Guard Liaison
D. Equipment
E. Alumni
Section 3: Special
Committees:
The President, from time to time, may appoint such Special Committees as is
deemed to be expedient or necessary. The Chairpersons of such Special
Committees shall be appointed by the President. The term of services of Special
Committees shall end when specific purposes for which appointed have been
accomplished, or shall end at the close of business of the next regular meeting
following appointment.
For Example: Nominating
Committee
Article IX: General
Provisions:
Section 1: Waiver of Notice:
Whenever any notice is required to be given to any Director or other person
under the provisions of these By-Laws, the Articles of Incorporation or by
applicable law, a waiver thereof in writing signed by the persons entitled to
such notice, whether before of after the time stated therein, shall be
equivalent to the giving of such notice.
Section 2: Fiscal Year:
The fiscal year of the corporation shall commence on the first day of June and
end on the last day of May, or as designated from time to time by the Board of
Directors.
Section 3: Seal:
The seal of the corporation shall have the name of the corporation suitably
arranged upon a circular seal, as prescribed by law, and said seal shall be in
custody of the Secretary.
Section 4: Checks:
All checks, drafts, or orders for the payment of money shall be signed by at
least two officers or other individuals as the Board of Directors may from time
to time designate. A check signer may not be also a payee on a particular
check.
Section 5: Loans:
No loans shall be contracted on behalf of the corporation and no evidence of
indebtedness shall be issued on its name (other than checks or vouchers) unless
authorized by a resolution of the Board of Directors, and approved by the
members by a two-thirds vote.
Section 6: Accountant:
The Board of Directors may employ an accountant to assist the Treasurer or
Budget Director in their respective duties.
Section 7: Amendments:
These By-Laws may be amended or repealed and new By-Laws may be adopted by the
affirmative vote of a two-thirds majority of the membership present at any
meeting of the membership provided that prior written notice of said amendment
(given in accordance with Article VI: Section 4 hereof) has been given. Any
proposed change shall be read to the meeting, voted upon, and if passed, be
carried over to the next regular monthly meeting where a second confirming vote
shall be required.
Section 8: Audits:
The President shall appoint a committee of one or more persons for the purpose
of auditing the records of the Treasurer at the close of business each year.
The said committee may employ a qualified person to assist with the audit if
deemed necessary.