BY-LAWS OF MANATEE COMMUNITY CONCERT BAND A NON-PROFIT ORGANIZATON

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1 BY-LAWS OF MANATEE COMMUNITY CONCERT BAND A NON-PROFIT ORGANIZATON ARTICLE 1 NAME The name of the organization shall be the MANATEE CONCERT BAND, DBA MANATEE COMMUNITY CONCERT BAND, hereafter referred to in this document as the BAND. The office of the Manatee Community Concert Band shall be located in the county of Manatee. The Board of Directors may change the address of the office from time to time. ARTICLE II PURPOSE The Purpose of the Manatee Community Concert Band is to provide an opportunity for talented and dedicated musicians to continue their involvement in music and to provide quality musical entertainment. The Band will serve the community through the performances of a variety of music via formal concerts and community events. The Band will encourage and assist young musicians to develop and pursue the love of performed music. The Band will provide an opportunity for individual musical expression and growth along with a determination to commit to the very best quality of performance possible. Our goal is to provide music for our members and audiences that will engender pride in our organization, community and nation. ARTICLE III MEMBERSHIP SECTION 1. Members of the BAND shall be the participating musicians and the Band s Board of Directors, elected or appointed. All members will receive voting privileges upon payment of the annual dues. SECTION 2. Every member shall be required to pay annual dues. There may be two levels of dues: Regular membership and Student. The Board of Directors may set the dues at a rate not to exceed $25 annually. SECTION 3. No person shall be excluded or prohibited from becoming a member of the BAND by reason of Age, Race, Color, Relation, Sex or National Origin.

2 ARTICLE IV GOVERNMENT SECTION 1. The Government of the BAND shall be vested in the Board of Directors. The Board shall be composed of the Officers, a minimum of three (3) directors-at-large, Standing Committee Chairs, Music Director, immediate Past Chairman of the Board and any Special Advisors, consultants and/or liaisons with a maximum of nine (9) members. SECTION 2. Officers shall be the Chairman of the Board, Secretary, and Treasurer. SECTION 3. Duties to be performed by the Board of Directors include, but are not limited to: 3a. Managing the general affairs of the Band 3b. Managing the Financial affairs of the Organization 3c. Appointing a Music Director who will also be approved by the Band membership. The Music Director shall be a member of the Board of Directors. 3d. Replacing members of the Board who are unable to complete their term of office 3e. Establishing a schedule of rehearsals and performances SECTION 4. Absence from more than two regularly scheduled Board of Directors meetings during the fiscal year may be considered grounds for removal from the Board. SECTION 5. Robert s Rules of Order, Newly Revised shall guide the proceedings of this organization except as provided in these bylaws. In any conflict, the Articles of Incorporation shall take precedence. SECTION 6. Any member may attend the meetings of the Board and may have a voice in the said meeting, but shall not vote. SECTION 7. The Chairman, Treasurer and Secretary shall be authorized to withdraw funds from the Band s bank accounts. Two of these signatures will be needed on checks! SECTION 8. Under the recommendation of the Treasurer, the Chairman may appoint, subject to board approval, an assistant to the Treasurer. This assistant may be authorized to act as a fourth possible signing agent. ARTICLE V MEETINGS SECTION 1. An Annual meeting shall be held in April at a time and place to be set by the Board of Directors. Notification shall be made by general announcement at the three rehearsals preceding the annual meeting. SECTION 2. The Board of Directors shall meet on a monthly basis with a minimum of six (6) Board of Directors meetings in each Fiscal year.

3 SECTION 3. The Chairman and/or three members of the Board of Directors may call special meetings of the General membership or of the Board of Directors. SECTION 4. A simple majority shall constitute a quorum for Board meetings. ARTICLE VI AFFILIATION The Manatee Community Concert Band may, by action of the Board of Directors be a member of any national, state or local musical or educational society or organization. ARTICLE VII NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS SECTION 1. All elected members of the Board of Directors shall serve a two-year term of office. SECTION 2. Not less than thirty (30) days prior to the annual meeting, the Chairman of the Board shall appoint, with the approval of the Board of Directors, a Nominating Committee of no fewer than three (3) members. SECTION 3. The Nominating committee shall provide at least one (1) nominee for each office. The slate of candidates shall be announced at the regular rehearsal prior to the annual meeting. SECTION 4. Additional candidates may be nominated from the floor at the Annual Meeting, providing the prospective candidates have given their consent to the nomination. SECTION 5. Election shall be by a majority of votes cast with a quorum being present. Voting shall be by secret ballot or by acclamation in the event of an unopposed candidate with said ballots to be cast by individual members. No member shall cast more that one ballot. Proxies will not be recognized. No absentee ballots or write-in votes shall be permitted. SECTION 6. Officers shall assume the duties of their office on May 1. SECTION 7. If an incumbent is unable to perform the duties of office as required, the Board of Directors may declare a vacancy in said office. SECTION 8. If vacancy occurs in an elected office other than that of the Chairman of the Board, the Chairman of the Board, subject to the approval of the Board of Directors, shall appoint a replacement for the remainder of the term. The appointee shall immediately assume the duties of the office.

4 SECTION 9. In the event of a vacancy in the office of Chairman of the Board, a special meeting of the Board of Directors shall be called by any three (3) members of the Board of Directors for the sole purpose of electing a new Chairman of the Board to hold the office until completion of the term of the preceding Chairman. SECTION 10. The resignation of any officers shall be deemed to be resignation from the Board of Directors. ARTICLE VIII DUTIES OF THE DIRECTORS SECTION 1. CHAIRMAN OF THE BOARD 1a. The Chairman of the Board shall prepare for and preside over all Board meetings. 1b. The Chairman of the Board shall be charged with the general management and supervision of the affairs and operation of the Band. 1c. Chairman of the Board approval shall be required for all purchases less than or equal to $100. 1d. The Chairman of the Board will only approve purchases for which appropriate funds are available, as advised by the Treasurer. Both the Chairman of the Board's and Treasurer s signatures (and the Secretary's, if the Treasurer is not available) are required on all check payments. 1e. The Chairman of the Board shall ensure that all provisions of the Bylaws are followed and shall appoint committees, as required from time to time. 1f. The Chairman of the Board shall appoint individuals to fill various duties not specified in the Bylaws (ex: Historian). 1g. The Chairman of the Board shall also perform other such duties as normally pertain to the office of Chairman of the Board. SECTION 2. TREASURER 2a. The Treasurer shall manage all financial affairs of the Band. 2b. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Band on proper books of Accounts and shall deposit ALL monies in the name of and to the credit of the Band. 2c. The Treasurer shall disburse Band funds under the direction of the Chairman of the Board and the Board Members. 2d. The Treasurer shall obtain the Chairman of the Board s approval of all expenditures under or equal to $100 and the Board s approval of all expenditures greater than $100.

5 2e. The Treasurer's signature is required, along with the Chairman of the Board's, on all checks. 2f. The Treasurer shall be responsible for all tax-related issues affecting the Band SECTION 3. SECRETARY 3a. The Secretary s primary duty is to record all minutes of all Board meetings and other official meetings and Business of the Band and Distribute such to Board members in a timely Manner. 3b. The Secretary shall be custodian of all papers, records and correspondence belonging to the Band. SECTION 4. MANAGER 4a. The Manager will be responsible for the creation and maintenance of the Band s official member database. 4b. The Manager will provide a phone/ directory. 4c. The Manager shall produce as necessary and coordinate all communications with the Band, including rehearsal and concert Schedules, calendar changes and cancellations due to weather or other reasons. 4d. The Manager is also responsible for setting up chairs at rehearsals and concerts, with the help of recruited volunteers and committee chairmen. 4e. The Manager shall greet all new members and present them with a new members information and handbook. 4f. The Manager will also assist the director in whatever capacity needed. ARTICLE IX MUSIC DIRECTOR/CONDUCTOR SECTION 1. The Board of Directors shall appoint a Music Director who shall be approved by the Band membership. The Music Director shall be a member of the Board of Directors. SECTION 2. The Music Director/Conductor shall be solely responsible for: (a) programming, (b) interpretation of music, (c) establishing rehearsal and concert discipline, (d) determining eligibility of members and arranging the Band seating accordingly. He/she shall be a voting ex-officio member of the Board of Directors and all committees.

6 ARTICLE X - FINANCES SECTION 1. The fiscal year shall run from May 1 to April 30. All monies of the Band shall be deposited in the name of the Manatee Concert Band in such banks and/or savings and loan associations, as designated by the Board of Directors SECTION 2. The Books of the General Fund shall be audited no later than ninety (90) days after the close of each fiscal year. The Board of Directors shall appoint the Auditor(s). SECTION 3. Upon possible dissolution of the Manatee Concert Band no funds held by it shall be distributed to members, officers, or the Music Director. Any and all funds remaining after all debts have been paid shall be transferred to a musical or educational, cultural non-profit organization. ARTICLE XI REVISIONS These bylaws may be altered, amended or rescinded by a majority vote of the members of the Board of Directors present at any regular meeting or special meeting called for that purpose, provided that proposed changes have been announced to the general membership when notice of the meeting is given.

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