BYLAWS OF THE HOMETOWN BAND
ARTICLE 1. OFFICES
The principal office of The Hometown Band (the āCorporationā or the āBandā) shall be located at its principal place of business or such other place as the Board of Directors (āBoardā) may designate. The Corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the Corporation may require from time to time.
ARTICLE 2. MEMBERSHIP
2.1 Classes of Members
The Corporation shall initially have one class of members. Additional classes of members, the manner of election or appointment of each class of members, and the qualifications and rights of each class of members may be established by amendment to these Bylaws.
2.2.1 Qualifications for Membership
Members of the local community who play a musical instrument shall be elected or appointed to membership by the Board upon the recommendation of the Conductor, which recommendation shall not be unreasonably withheld.
2.2.2 Annual Dues
Annual Dues shall be required as set by the board of Directors.
2.3 Voting Rights
2.3.1
Each member entitled to vote with respect to the subject matter of an issue submitted to the members shall be entitled to one vote upon each such issue.
2.3.2
Each member entitled to vote at an election of Directors may cast one vote for as many persons as there are Directors to be elected and for whose election such member has a right to vote.
2.4 Annual Meeting
The annual meeting of the members shall be held the 1st Tuesday following January 1 in each year at 7:15 p.m. for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding Tuesday. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.
2.5 Special Meetings
The President, the Board, or not less than 4 of the members entitled to vote at such meeting, may call special meetings of the members for any purpose.
2.6 Place of Meetings
All meetings of members shall be held at the principal office of the Corporation or at such other place within or without the State of Washington designated by the President, the Board, by the members entitled to call a meeting of members, or by a waiver of notice signed by all members entitled to vote at the meeting.
2.7 Notice of Meetings
The President, the Secretary or the Board shall cause to be delivered to each member entitled to notice of or to vote at the meeting, either personally, by mail or by electronic mail, not less than ten nor more than fifty days before the meeting, written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. At any time, upon the written request of not less than 4 of the members entitled to vote at the meeting, it shall be the duty of the Secretary to give notice of a special meeting of members to be held at such date, time and place as the Secretary may fix, not less than ten nor more than thirty-five days after receipt of such written request, and if the Secretary shall neglect or refuse to issue such notice, the person or persons making the request may do so and may fix the date, time and place for such meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the member at his or her address as it appears on the records of the Corporation with postage thereon prepaid. If notice is given by electronic mail, such notice must meet the requirements in chapter 24.03 RCW.
2.8 Waiver of Notice
Whenever any notice is required to be given to any member under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
2.9 Quorum
Ten of the members of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the members. If less than a quorum of the members entitled to vote is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice.
2.10 Manner of Acting
The vote of a majority of the votes entitled to be cast by the members represented in person or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation or these Bylaws.
2.11 Proxies
A member may vote by proxy executed in writing by the member or by his or her attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. A proxy shall become invalid eleven months after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specific meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof.
2.12 Action by Members Without a Meeting
Any action that could be taken at a meeting of the members may be taken without a meeting if a written consent setting forth the action so taken is signed by all members entitled to vote with respect to the subject matter thereof. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a meeting of the members.
2.13 Meetings by Telephone
Members of the Corporation may participate in a meeting of members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
ARTICLE 3. OFFICERS AND CONDUCTOR
3.1 Number and Qualifications
The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Any two or more offices may be held by the same person, except the offices of President and Secretary. All officers shall be members of the Corporation, and shall be subject to such other qualifications as may be prescribed by amendment to these Bylaws.
3.2 Election and Term of Office
The officers of the Corporation shall be elected each year by the members at the annual meeting of the members. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the members or until his or her successor is elected. Officers may hold consecutive terms.
3.3 Resignation
Any officer may resign at any time by delivering written notice to the President, a Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.4 Removal
Any officer or agent elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
3.5 Vacancies
A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.
3.6 President
The President shall be the chief executive officer of the Corporation, and, subject to the Boardās control, shall supervise and control all of the assets, business and affairs of the Corporation. The President shall preside over meetings of the members and the Board. The President may sign contracts or other instruments on behalf of the Corporation, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. The President shall appoint all Committee chairs and, in general, shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time.
3.7 Vice President
In the event of the death of the President or his or her inability to act, the Vice President shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. The Vice President shall have, to the extent authorized by the President or the Board, the same powers as the President to sign contracts or other instruments on behalf of the Corporation. The Vice President shall act as the Bandās Business Manager, fielding inquiries and concert solicitations from community members and, in general, shall perform such other duties as from time to time may be assigned to him or her by the President or the Board.
3.8 Secretary
The Secretary shall: (a) keep the minutes of meetings of the members and the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the Corporation; (d) keep records of the post office address and class, if applicable, of each member and Director and of the name and post office address of each officer; (e) sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; (f) handle all routine correspondence of the Corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.
3.9 Treasurer
The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; (c) deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; (d) shall prepare and submit all necessary tax forms, as required; (e) present a report at each annual and regular Board meeting and at each annual meeting of the members; and (f) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board may determine.
3.10 Conductor
The Conductor shall be selected to serve as the Corporationās music director by a special committee designated by the President when a vacancy exists. The Conductor may be a Director or an officer of the Corporation, but if not may attend Board meetings ex officio. The Conductor shall also be an ex-officio member of all committees of the Corporation. The Conductor shall recommend qualified persons to the Board for membership, and shall perform such other duties as are assigned to him or her by the Board from time to time.
ARTICLE 4. BOARD OF DIRECTORS
4.1 General Powers
The affairs of the Corporation shall be managed by a Board of Directors.
4.2 Number
The Board shall consist of the President, the Vice President, the Secretary, the Treasurer and not fewer than 5 nor more than 9 additional at-large Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.
4.3 Qualifications
All Directors shall be members of the Corporation; and shall be subject to such other qualifications as may be prescribed by amendment to these Bylaws.
4.4 Election of Directors
4.4.1 Initial Directors
The initial Directors named in the Articles of Incorporation shall serve until the first meeting of the members.
4.4.2 Successor Directors
Successor Directors shall be elected each year at the first meeting of the members, and at each annual meeting of members thereafter.
4.5 Term of Office
Unless a Director dies, resigns or is removed, he or she shall hold office for three (3) consecutive years, until his or her term is completed, or until his or her successor is elected, whichever is later.
Director’s Term of Office will be staggered, as follows:
Director 1 – Term completed January 2012
Director 2 – Term completed January 2012
Director 3 – Term completed January 2013
Director 4 – Term completed January 2013
Director 5 – Term completed January 2014
4.6 Annual Meeting
The annual meeting of the Board shall be held in January, following the annual meeting of members, but not necessarily on the same date.
4.7 Regular Meetings
By resolution, the Board may specify the date, time and place for the holding of regular meetings without other notice than such resolution.
4.8 Special Meetings
Special meetings of the Board may be called by or at the written request of the President or any two Directors. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board called by them.
4.9 Meetings by Telephone
Members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
4.10 Place of Meetings
All meetings shall be held at the principal office of the Corporation or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Directors.
4.11 Notice of Special Meetings
Notice of special Board or committee meetings shall be given to a Director in writing, by electronic mail or by personal communication with the Director not less than seven days before the meeting. Notices in writing may be delivered or mailed to the Director at his or her address shown on the records of the corporation. Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid. If notice is given by electronic mail, such notice must meet the requirements in chapter 24.03 RCW.
4.12 Waiver of Notice
4.12.1 In Writing
Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.
4.12.2 By Attendance
The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
4.13 Quorum
A simple majority of the number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
4.14 Manner of Acting
The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.
4.15 Presumption of Assent
A Director of the Corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
4.16 Action by Board Without a Meeting
Any action that could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.
4.17 Resignation
Any Director may resign at any time by delivering written notice to the President or the Secretary at the registered office of the Corporation, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
4.18 Removal
At a meeting of members called expressly for that purpose, one or more Directors (including the entire Board) may be removed from office, with or without cause, by two-thirds of the votes cast by members then entitled to vote on the election of Directors represented in person or by proxy at a meeting of members at which a quorum is present.
4.19 Vacancies
A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.
4.20 Compensation
The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the Corporation.
ARTICLE 5. COMMITTEES
5.1 Committees
The Corporation shall establish and maintain the following committees to advise and assist the Board with the conduct of the affairs of the Corporation, which committees shall perform such duties as are set forth in these Bylaws or as may otherwise be prescribed by the Board from time to time: the Membership Committee, the Music Library Committee, the Equipment Management Committee, the Marketing Committee, the Planning and Production Committee, and the Section Leaders Committee.
The Board may also establish such additional committees as the Board deems necessary from time to time to advise and assist the Board with the conduct of the affairs of the Corporation, which committees shall perform such duties as are set forth in these Bylaws or as may otherwise be prescribed by the Board from time to time.
The President shall be empowered to appoint chairpersons and members to all such committees.
5.2 Membership Committee
The Membership Committee shall keep an up-to-date listing of all current Corporation members including names, phone numbers, addresses, electronic mail addresses, instruments played, and committee memberships. The Membership Committee shall organize efforts to recruit new members and keep a file of inactive members. The Membership Committee shall maintain updated membership, Board and Section Leader rosters, which will be distributed to all members as needed.
The Membership Committee shall welcome new members; obtain necessary information from new members; introduce new members at rehearsals; provide new members with a folder containing important Band information; and briefly orient the new members to the Band.
5.3 Music Library Committee
The Music Library Committee shall maintain the Bandās music library and distribute music to, and collect music from, the Bandās musicians (including in active members). The chair of the Music Library Committee shall the Bandās Librarian.
5.4 Equipment Management Committee
The Equipment Management Committee shall be responsible for setting up and tearing down of equipment required for performances, including chairs, lights, podium and sound system. The Equipment Management Committee shall maintain such equipment in good working order. The Equipment Management Committee shall maintain a written inventory of Band equipment with estimated values and storage locations. The chair of the Equipment Management Committee shall the Bandās Equipment Manager.
5.5 Marketing Committee
The Marketing, Production and Planning Committee shall be responsible for publicizing the Bandās activities, soliciting performance opportunities, and planning and executing the production of all performances. The Committee shall actively solicit local organizations and venues for performance opportunities and will be responsible for the production and dissemination of promotional materials such as posters, signage, and demo audio/video files. The Committee shall present proposed performance opportunities to the Conductor for approval. The Chairman will report to the President.
5.6Ā Concert Logistics and Planning Committee
The Committee will coordinate logistical elements of performances such as meals, parking, and the production and printing of materials such as programs, tickets, etc. as required by the Vice-President. The Committee shall coordinate with the Equipment Management Committee to ensure that individuals are assigned the responsibility to transport chairs and other equipment as required, and that play lists and directions are provided to Band members in advance of the performance. The Chairman will work with the Conductor and the Vice-President to determine and coordinate logistical elements.
5.7 Section Leaders Committee
The Section Leaders Committee shall consist of the leaders of each instrument section, as selected by the Board. Each Section Leader shall be responsible for: (a) dispersing music to his or her section, (b) ensuring section members are aware of upcoming events, (c) making sure all parts are covered for concerts, (d) acting as mediator for any conflicts within the section, (e) passing out solo parts, and (f) maintaining communication with all section members.
ARTICLE 6. ADMINISTRATIVE PROVISIONS
6.1 Books and Records
The Corporation shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its members and Board, and any minutes which may be maintained by committees of the Board; records of the name and address and class, if applicable of each member and Director, and of the name and post office address of each officer; and such other records as may be necessary or advisable. All books and records of the Corporation shall be open at any reasonable time to inspection by any member of three months standing or to a representative of more than five percent of the membership.
6.2 Accounting Year
The accounting year of the Corporation shall be the twelve months ending December 31.
6.3 Rules of Procedure
The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Robertsā Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.
ARTICLE 7. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the number of Directors in office.
The foregoing Bylaws were originally adopted by the Board of Directors on June 9, 2009; and, were revised as presented here on September 25, 2011.
