The Alabama WindsConstitution and Bylaws

The Alabama Winds
Constitution and Bylaws

Constitution

 

Date of Formation

This Organization’s date of formation is    August 18, 2013   , the date our organizing document was appropriately adopted.

 

Article I - Not-for-Profit
This Organization, an Alabama not-for-profit corporation, shall be known as the Alabama Winds, with tax exempt status under section 501(c)(3) of the Internal Revenue Code.

 

Article II - Purpose
The purpose of this organization shall be to foster and promote the concept of the adult community band. In implementing this purpose, the organization’s mission statement and goals shall be to foster and promote the appreciation of high quality wind band music through performances of artistic merit for our audience, the residents of the state of Alabama and the members of the ensemble. This organization is organized exclusively for charitable, religious, educational, and scientific purposes, included, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The mission incorporates the following objectives:

• to provide our audiences with memorable concert experiences

• to foster and promote wind band music and adult community ensembles through recordings, publications and commissions and by performances at venues throughout the state of Alabama, at music conferences, and on tours

• to foster and support the growth of music education of young people through performances, clinics and scholarships

• to provide our members with an opportunity for musical expression, growth and fellowship

 

Article III - Membership
Any adult musician who supports the purpose of the Alabama Winds as set forth in Article II may apply for membership. Requirements and qualifications for membership shall be stated in the Bylaws.

 

Article IV - Non-discrimination
In the course of fulfilling its mission, the Alabama Winds shall operate without regard to sex, race, national origin, marital status, age, political views or affiliation, religious views or affiliation, sexual orientation, disability, or other factor unrelated to the support of the mission.

 

Article V - Governance
The executive authority of the Alabama Winds shall be vested in a Board of Directors, whose duties shall include management of the general and financial affairs of the band; filling of vacancies on the Board of Directors; the election of a chair. The board shall be empowered to establish committees and subcommittees of the board and band to assist in fulfilling its duties.

 

Article VI- Elections
Elections for select Board of Director members shall be held every two years. The terms of office and manner of election or appointment of members of the Board of Directors shall be stated in the Bylaws.

 

Article VII- Dissolution
Upon the dissolution of the Alabama Winds organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or 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 disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization 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.

 

Article VIII- Amendments
This constitution may be altered or amended by approval of three-fourths of the membership. Notice of the proposed amendment and a copy of the text shall be provided to the membership not later than the earlier of 30 days prior to the voting date. Voting shall take place at a scheduled rehearsal.

 

Bylaws

 

Article I - Membership

 

Section 1. QUALIFICATIONS
Applicants for membership in the Alabama Winds shall have attained the age of 18 years; be required to demonstrate satisfactory musical competence as determined by the music director; and agree to fulfill all the responsibilities of membership set forth in the Constitution, Bylaws and Operating Procedures.

 

Section 2. APPLICATION PROCEDURE
Applicants for membership in the Alabama Winds are required to submit an online application and, in some cases, may be required to audition. After the auditionprocess for an open position has been completed, the applicants will be informed of the membership decision. 

 

Section 3. RESPONSIBILITIES OF MEMBERS
Members of the Alabama Winds shall be required to demonstrate continuing musical competence; maintain satisfactory attendance at rehearsals, performances and other activities; conduct themselves with collegial and respectful demeanor towards the band, its members, conductors and guests; and abide by the requirements and regulations stated in the Constitution, Bylaws and Operating Procedures issued by the Board of Directors. By a majority vote of the Board of Directors, an individual may be placed on probation or have his or her membership terminated for failure to meet the above responsibilities. 

 

Section 4. MEMBERSHIP DUES
The Board of Directors may establish, change or abolish membership dues. Members shall be responsible for timely payment of dues.

 

Article II - Rehearsals, performances and other activities

 

Section 1. REHEARSALS
Rehearsals of the Alabama Winds shall be held on the third Sunday of each month beginning in August and concluding in May, or as otherwise designated by the Board of Directors. The Board of Directors, at the request of the Music Director, may schedule additional rehearsals as needed.

 

Section 2. PERFORMANCES AND OTHER ACTIVITIES
The Musical Director, after consultation with the Board of Directors, shall be empowered to commit the band to performances, recording sessions, and other activities. The General Manager shall issue a calendar of upcoming rehearsals, performances and other activities to the membership. Activities or tours involving extensive travel arrangements or overnight accommodations shall require a majority vote of the Board of Directors for approval.

 

Section 3. CONCERT DRESS
The Board of Directors shall establish a uniform concert dress for the various performances of the band, details of which shall be communicated to the members.

 

Article III - Board of Directors

 

Section 1. MEMBERSHIP
The Board of Directors of the Alabama Winds may consist of 8 members in good standing from the band, including the Music Director and General Manager, 4 of whom shall constitute a quorum. Each member of the board shall have one vote.

 

Section 2. ELECTION
Elections for select Board of Director members shall be held every two years. Elections for select Board of Director members shall be held at the scheduled rehearsal in May.  Prior to taking the vote, the report of the Nominating Committee shall be read, after which nominations may be accepted from the band membership. Elections shall be held by secret ballot. In the event of a tie, a run-off election will be held immediately.

 

Section 3. ASSUMPTION OF OFFICE
Newly elected officers and members-at-large of the Board of Directors shall assume office on July 1st. A member of the Board of Directors appointed to fill the unexpired term of another member shall assume office as of the date of the appointment.

 

Section 4. REMOVAL OF BOARD MEMBERS
A member may be removed from the Board of Directors for cause by a three-fourths vote of the remaining board members, excluding the General Manager and Music Director.

 

Section 5. VACANCIES
A vacancy on the Board of Directors occurring between elections shall be filled by appointment by the Chair with approval of the Board of Directors.

 

Section 6. RESPONSIBILITIES OF THE BOARD
In addition to the responsibilities stated elsewhere in the Constitution and Bylaws, the Board of Directors shall have the authority to establish dues, approve the annual budget, commit the band to performance obligations and other activities, engage independent contractors and establish their duties and compensation, enter into contracts, enter into obligations of indebtedness and determine the pledging of assets as security therefore. The Board of Directors shall determine and publish the Operating Procedures and other policies of the band, to assist in implementing the Constitution, Bylaws, and actions of the board.

 

Section 7. RESPONSIBILITIES OF THE CHAIR
In addition to the responsibilities stated elsewhere in the Constitution and Bylaws, the Chair of the Board of Directors shall preside at all the meetings of the board and the general membership and decide on all questions of order; enforce the Constitution and Bylaws. The Chair shall vote only to decide questions where the general membership shall be evenly divided. The Chair also may delegate whatever authority he or she may deem advisable. Subject to the approval of the Board of Directors, the Chair may appoint an at-large member of the board to serve as Vice-Chair. Should a Vice-Chair be so appointed, he/she would perform the duties of the board Chair in the event of the Chair’s temporary absence.

 

Section 8. REGULAR AND SPECIAL MEETINGS
Regular meetings of the Board of Directors may be held no less than once per month during the ten months of the season, at a time and location selected by the Chair. Regular meetings shall be announced to board members at least one week in advance. Special meetings may be called as needed to handle emergency matters or where immediate action is required. The board may declare itself in executive session solely for the purpose of discussing personnel matters.

 

Section 9. GENERAL MEETINGS
The Board of Directors shall call a general meeting of the membership of the band during the first 90 days of the band’s fiscal year. The meeting shall be held during a scheduled rehearsal, and its agenda shall include a summary of the band’s financial position, proposed long-range plans, and such other information as the board may desire to provide to the membership. Other general meetings may be called by the Board of Directors from time to time as needed. In all questions before the membership, each member of the band shall have one vote, and a majority of those present shall be required for approval, except as otherwise stated in the Constitution and Bylaws.

 

Section 10. CONTRACTS
The General Manager may authorize any band member, officer, or member of the board, other than those so authorized in the Bylaws, to enter into any contract or obligation on behalf of the band. Such authorization may be limited or general but, in all cases, shall terminate no later than the last day of the band’s fiscal year. The General Manager must approve and sign all official documents on behalf of the organization and Board of Directors. 

 

Section 11. BOOKS AND RECORDS
The Board of Directors shall maintain complete, accurate and timely minutes of the business transacted at its meetings and records of the financial condition of the band, and all such information, with the exception of personnel matters discussed in executive session, shall be made available upon request to the membership of the band.

 

Section 12. FISCAL YEAR
The fiscal year of the Alabama Winds shall begin on July 1 and end June 30. 

 

Section 13. LIMITATION OF LIABILITY; INDEMNIFICATION
The authority and responsibility for the management of the band is vested in the Board of Directors, but it is expressly understood that neither the board, nor any member thereof, nor any officer, conductor, or member of the band shall be required to accept personal financial responsibilities for the duly authorized bills or obligations, or for the litigation, that may arise from authorized activities of the band carried on in good faith and pursuant of the objectives, purposes and activities prescribed or authorized by the Constitution, Bylaws and Operating Procedures of the band.

 

To the fullest extent permitted by law, the band shall indemnify the board, members thereof, officers, conductors and the general manager and music director, and each of their heirs, executors, and administrators, from and against all actions, costs, charges, losses, damages, and expenses which they shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duties and in their official capacities with the band, except for such acts done, concurred in or omitted by or through their dishonesty, willful misconduct or gross and reckless negligence.

 

Article IV - Committees

 

Section 1. MEMBERSHIP
Membership on standing and special committees shall be open to any band member, officer, or member of the Board of Directors except as specifically defined below. All committee appointments shall be made by the Chair of the Board of Directors.

 

Section 2. STANDING COMMITTEES
The permanent standing committees of the Alabama Winds shall be the executive committee, budget and finance committee, personnel committee, facilities/property committee, hospitality committee, scholarship committee and from time to time, Board of Director appointed special committees. Each committee shall be chaired by a member of the Board of Directors, who shall present periodic reports to the Board of Directors on the activities of the committee. The term of the membership on standing committees shall be for a period of one year.

 

Section 3. EXECUTIVE COMMITTEE
The executive committee shall consist of the Music Director, General Manager, Chair and, if the position exists, Vice-Chair of the Board of Directors with the Chair serving as committee chair. Its responsibilities shall include the day-to-day management of the affairs of the band including the taking of such emergency actions as may be necessary when a meeting of the Board of Directors shall be impractical.

 

Section 4. BUDGET AND FINANCE COMMITTEE
The budget and finance committee shall consist of the General Manager, Director of Development, and, if the position exists, Vice-Chair of the Board of Directors with the General Manager serving as committee chair. Its responsibilities shall include the preparation of an annual budget and periodic review of the financial condition of the band and the status of actual versus budgeted income and expenditures. It shall present no later than June 30 to the Chair of the board its recommendations for an annual budget for the following fiscal year.

 

Section 5. NOMINATING COMMITTEE
The nominating committee shall consist of three members; one and only one of whom shall be an elected officer or member of the Board of Directors. It shall present to the Chair of the board, no later than the April rehearsal, a slate of candidates for all officer and member-at-large positions up for election on the Board of Directors. The Chair of the board shall appoint a Chair for the Nominating Committee.

 

Section 6. PERSONNEL COMMITTEE
The personnel committee shall consist of five members including: the Director of Personnel, Music Director, General Manager, Chair of the Board of Directors, and one Member-at-Large with the Director of Personnel serving as the committee chair. It shall review all leave of absence requests; review member attendance problems and notify the board of warnings to members; recommend to the board any membership probation or termination; draft and recommend personnel policies to the board for their review and approval.

 

Section 7. FACILITIES/PROPERTY COMMITTEE
The property committee shall be responsible for the set-up, tear-down and transportation of equipment at all rehearsals and concerts.

 

Section 8. HOSPITALITY COMMITTEE
The hospitality committee shall consist of at least two appointed members. Its responsibilities shall include: planning and implementation of social events for the membership of the band.

 

Section9. SPECIAL COMMITTEES
The Board of Directors may, from time to time, establish special committees. The term of all such committees shall expire on the last day of the band’s fiscal year.

 

Article V - Administration

 

Section 1. CONDUCTORS
The Music Director/Conductor of the Alabama Winds shall exercise final authority in all musical matters. He/she shall determine the musical qualifications of applicants for membership in the band; make all decisions regarding acceptance of applicants, instrumentation, seating within sections; select all repertoire; and assist with setting the performance schedule. The Music Director/Conductor will insure timely communication with the board and will coordinate repertoire selection with the band’s publicity, audience development and grant writing activities. The Music Director shall serve as a member of the Executive and Personnel Committees.

 

Section 2. OFFICERS
The officers of the Alabama Winds may consist of the Music Director, Chair, Vice-Chair (if applicable), Secretary/Communications Chair, General Manager, Director of Personnel,Librarian, Director of Development, and Director of Public Relations. The Chair, Vice-Chair (if applicable), Secretary/Communications Chair, Librarian, Director of Development, and Director of Public Relations may be elected for a term of two years by the membership of the band. The Music Director, General Manager, and Director of Personnel shall remain in their appointed positions as long as they are willing to serve and are exempt from annual elections. The responsibilities of the officers may include those listed below and any others that may from time to time be established by the Board of Directors.

 

Section 3. SECRETARY/COMMUNICATIONS CHAIR
The Secretary/Communications Chair of the Alabama Winds shall keep minutes of all meetings of the Board of Directors and draft monthly emails to the membership regarding rehearsals and performances. The Secretary shall maintain and update a complete chronologically organized archive of all board and committee minutes, and other pertinent materials for the current season. At the conclusion of each season, the secretary is responsible for ensuring that the above records are placed submitted to the Board of Directors. The secretary shall also be responsible for ensuring timely and effective communications of minutes and any other announcements from the Board of Directors to band members.

 

Section 4. GENERAL MANAGER
The General Manager of the Alabama Winds shall handle the routine business affairs of the band, supervise the production of all printed materials, arrange transportation and housing for performances and tours outside the local area, negotiate contracts for guest artists and sponsored performances, coordinate the purchase of equipment, and such other matters as may be delegated from time to time by the Board of Directors. The General Manager shall collect and deposit all income, issue checks for the payment of expenses, keep the books of accounts, prepare monthly financial reports for presentation to the Board of Directors, and ensure successful completion of an annual financial audit by an qualified auditor.

 

Section 5. DIRECTOR OF PERSONNEL
The Director of Personnelof the Alabama Winds shall maintain the membership roster, waiting list of prospective members, and attendance records; advertise and coordinate the process to fill open chairs; act as Chairperson for the Personnel Committee; and shall, via the Personnel Committee and upon consultation with the Music Director, make recommendations to the Board of Directors regarding probationary status or dismissal of members.

 

Section 6. DIRECTOR OF DEVELOPMENT
The Director of Development of the Alabama Winds shall be responsible for the planning and implementation of fund-raising activities, including the solicitation of individual, foundation and corporate donations.

 

Section 7. DIRECTOR OF PUBLIC RELATIONS
The Director of Public Relationsof the Alabama Winds shall coordinate and ensure the timely promotion and publicity of the band’s activities.

 

Section 8. LIBRARIAN
The Librarian of the Alabama Winds shall be responsible for cataloging the band’s music library, the transportation and distribution of the band’s music at all rehearsals and concerts, and the collection, sorting and delivery of all music parts to the library from which they were received.

 

Section9: SUPPORTING PERSONNEL AND GROUPS
The board may create and fill other supporting positions as it deems appropriate. The board may establish and terminate supportive groups or auxiliaries of band members and/or non-band members as it deems appropriate. All appointments to supportive groups or auxiliaries will be made by the chair of the Board of Directors.

 

Article VI- Budget and Finance

 

Section 1. ANNUAL BUDGET
The annual budget shall serve as a guideline for expenditures incurred on behalf of the band. The Board of Directors shall regularly examine the progress of actual versus budgeted revenues and expenses. Any actual or anticipated expenditure that would exceed the level of funds budgeted in a given year for a specific activity of the band shall require the approval of a supplemental budget allocation by the Board of Directors prior to the expenditure of such funds.

 

Section 2. DEPOSIT OF FUNDS
All funds received by the band shall be promptly deposited in such banks or other depositories as the Board of Directors may select. The General Manager shall be responsible for all deposits of funds.

 

Section 3. PAYMENT OF FUNDS
All checks or other drafts authorizing the payment of funds shall be signed by the General Manager upon the approval of the Board of Directors.

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