BYLAWS

OF

EAST TENNESSEE CONCERT BAND. INC.

 

I.     NAME

This corporation shall be known as East Tennessee Concert Band, Inc.

 

II.    PURPOSE

This corporation is formed for educational purposes within the meaning of Section 501(c)3 of the Internal Revenue Code of 1954.  In addition, its objectives shall be:

A.    To contribute positively to the musical environment of the areas it serves, whether local, state, national or international;

B.   To provide an opportunity for the highest quality musical education, expression and development;

C.   To provide an opportunity for contact between and among musicians of advanced proficiency;

D.   To reaffirm and foster the role of adult bands in America.

 

III.   MEMBERSHIP

A.    ELIGIBILITY FOR MEMBERSHIP

1.    Membership is by invitation only to musicians of advanced proficiency.  There shall be two classes of Membership:

a.    Full-time Membership

b.    Full-time Student Membership

2.    Temporary Members may be invited to fill a need for a specific concert.

B.   MEMBERSHIP CRITERIA

1.    Band Size The following shall serve as an instrumentation guideline:

                                    8 flutes                                                      

                                    2 oboes                                                   8 horns

                                    4 bassoons                                             14 trumpets

                                    14 clarinets                                             8 trombones

                                    4 bass clarinets                                      4 euphoniums

                                    4 alto saxophones                                 6 tubas

                                    2 tenor saxophones                              1 string bass

                                    1 baritone saxophone                          7 percussion

2.    How Selected  To achieve and maintain the preferred instrumentation, new musicians will be invited to become Members only as needed.  All prospective Members may be required to audition.  The audition may be conducted by the director or his designee.  Primary Membership emphasis shall be adult, and, if a potential adult Member and a potential student Member are equally qualified, consideration shall be given to the adult.

3.     Termination  Membership may be terminated for failure to maintain musical proficiency, excessive absences, or inability to contribute to the general objectives of the Band.

C.   DUTIES AND RESPONSIBILITIES OF MEMBERS

1.    Musical Proficiency  Members are expected to maintain a level of musical proficiency consistent with the general objectives of the Band.

2.    Attendance  Members shall make every effort to attend all rehearsals and concerts. The Conductor should be informed by email or telephone in the event of an unavoidable absence.  Members are also requested to post a copy of the email to the personnel manager and a possible sectional representative.

3.    Membership Dues, if any, are payable during the month of January, and are delinquent after January 31. Members joining after July 1 shall pay one-half the dues for their Membership.  Students continuing their education may elect to pay one-half their dues with full voice and no vote.

4.    Elections  Members shall elect the Board of Directors; shall recall same by majority vote; and shall have final say in selection and dismissal of the Conductor(s).

5.    Concert Dress  Concert dress shall be determined by the Board and adhered to by the entire Membership.

6.    Recruitment  All Members are urged to bring to the attention of the Conductor talented musicians for possible Band Membership.

7.    Fund Raising  The Membership shall approve major fundraising activities.

8.    Resignation  A Member intending to resign shall give notice to the Conductor and the resignation will be accepted after all Band properties have been returned. 

9.     The Conductor may request an individual in each section to assist with record keeping and other appropriate tasks as needed by the podium.

 

IV.   BOARD OF DIRECTORS

A.    EXECUTIVE AUTHORITY 

        The executive authority of the corporation is vested in a Board of Directors whose duties shall include:

1.    Management of the general affairs of the corporation, taking all action which is in the best interest of the corporation

2.    Management of the financial affairs of the corporation

a.    Establish an annual budget including the amount of dues and any Staff compensation

b.    Ensure adequate funding of the annual budget

c.    Plan and execute major fund raising projects, subject to approval by a majority of the Band

3.    Determination of the timing and location of concerts

4.    With the approval of the Membership, the appointment and dismissal of the Conductor(s)

5.    Appointment and dismissal of any additional Staff

6.    Annual review of all Staff

B.   COMPOSITION

1.    Officers

a.    Elected Officers To the extent possible, elected officers are to be elected by the Membership for terms beginning on Jan.  20.

Odd numbered years: President and Secretary

Even numbered years: Vice-president, Treasurer, and Personnel Manager

b.    Appointed Officers To the extent possible, appointed officers are to be appointed by the Elected Officers for terms beginning on Jan. 20.

Odd numbered years:  Publicity Manager and Librarian

Even numbered years:  Fund Coordinator and Stage/Property Manager

c.    All officers shall be Full Members; each shall have one vote.

2.    Staff  The Conductor(s) and other Staff shall be ad hoc Members of the Board with voice but no vote.  In the event the Conductor serves without compensation, he/she shall have both voice and vote.  If the Conductor is a Full Member and pays dues, he/she shall have voice and vote.

C.   ELECTlONS/TERMS

1.    Nominating Committee  The Nominating Committee shall be elected six weeks before the Annual Meeting and shall consist of three Full Members.  Two shall be elected by the Membership and one shall be appointed by the Board and shall serve as chairperson.  No more than one Member shall be currently serving on the Board.

2.    Election of the Board

a.    The slate of officers selected by the Nominating Committee shall be presented at least two weeks before the Annual Meeting.  At the meeting in which the slate is presented, the floor shall open for nominations and remain open until the election.

b.    The elections shall take place at the Annual Meeting and shall be conducted according to Robert's Rules of Order.

c.    Only Full Members shall cast votes.

d.    A majority vote is necessary for election.

3.    Term

a.    Term of office shall be two years beginning on January 20.

b.    Officers may serve a maximum of two full consecutive terms. However, in the event of extenuating circumstances such as for librarian, upon the approval of the Board of Directors, an officer may be nominated and may run for additional terms or may be appointed for additional terms..

c.    Resignations/Replacements  Board Members may be subject to recall by a majority vote of the Membership.  Terms of replacements shall coincide with the terms of those replaced.  Appointed positions made empty by resignation or recall shall be filled by replacements appointed by the Board.  Elected positions made empty by resignation or recall shall be filled by election of the Membership.

D.   DUTIES

1.    President  The President shall be the Chief Executive Officer of the Band; shall preside at all meetings of the Membership and the Board; shall see that all orders and resolutions of the Board are carried into effect; shall have the power to sign and execute all contracts, instruments and conveyances, to sign checks, drafts, notes and orders for the payment of money as directed by the Board in the name of the Band, and to appoint and discharge agents and employees with approval of the Board; and shall have the general powers and duties of supervision and management usually vested in the office of President.

2.    Vice President  The Vice President shall be responsible for social and special events, for managing any subscription series, for concert house management such as programs, tickets, ushers, and shall perform such duties as may be delegated by the Board of Directors.  If the President is absent or is unable for any reason to perform the duties of office, the Vice President shall perform the duties and exercise the powers of the President.

3.    Secretary  The Secretary shall keep the minutes of all meetings of the Board and of the Membership; shall perform all the duties incident to the office of Secretary; shall perform such other duties as may be prescribed by the Board; and shall have charge of all band books, records, and papers not otherwise specified herein.

4.    Treasurer  The Treasurer shall have charge of all funds of the Band and of their collection and disbursement under the direction of the Board; shall keep a record of all monies received and paid out, making a report of same to the Board on at least a quarterly basis; and whenever necessary and proper shall endorse on behalf of the Band for collection, checks, notes, and other obligations and shall deposit same to the credit of the Band in a financial Institution selected by the Board; shall annually present a budget for approval by the Board; shall prepare and report information to government bodies as necessary to maintain tax exempt and not-for-profit status; shall maintain a list of equipment owned by, or on loan to, the Band, and shall assign a monetary value to each item; and shall perform other duties appropriate to the position of Treasurer.

5.    Publicity Coordinator  The Publicity Coordinator shall promote and publicize all activities of the Band and serve as Band historian.

6.    Property/Stage Manager  The Property/Stage Manager shall be responsible for arranging for rehearsal and concert halls; shall be responsible for setting up chairs, stands, and equipment for all rehearsals and concerts; shall obtain special instruments as requested by the Conductor(s), shall monitor the loaning and care of Band instruments.

7.    Librarian  The Librarian shall obtain, file, store, and distribute band music; shall distribute and collect music folders at all rehearsals and concerts; and shall be responsible for the transportation of the folders to all concert and rehearsal sites.

8.    Fund Coordinator  The Fund Coordinator shall develop and coordinate projects to raise funds; shall serve as the Band representative to the Knoxville Arts Council and oversee the Band’s participation in any fund raising activities of the Council; and shall originate, write and manage grant applications and manage the Band's participation in matching fund programs.

9.    Personnel Manager  The Personnel Manager shall maintain an accurate record of attendance; shall maintain and distribute a Membership list; shall greet new Members, obtain pertinent information from them, and give them a "New Member Packet” containing at least a Membership list and the constitution and bylaws.


 

 

V.    STAFF

A.    CONDUCTOR(S)

1.    Duties

a.    The Conductor(s) shall be accountable for all musical decisions, including selection and interpretation of music, number of musicians, guest artists, and all other things which are logically and reasonably the responsibility of the Conductor(s) as determined by the Board.

b.    With the approval of the Board and in cooperation with the Personnel Manager, shall utilize temporary musicians when it is in the best interests of the Band.

2.    Selection

a.    A Search Committee of from three to five Full Members shall be appointed by the Board.  The Search Committee, using its discretion, shall follow these general guidelines:

(1)  Make appropriate advertisements of the opening

(2)  Request and review resumes

(3)  Interview prospective candidates

(4)  Recommend candidates to the Board

b.    The Board shall

(1)  Interview the proposed candidates

(2)  Invite qualified candidates to conduct one or more rehearsals of the Band, some music to be chosen by the candidate and some by the Board

c.    A simple majority of the full Membership present and voting shall select a Conductor.

3.    The number of Conductors shall be determined by the Board.

B.   OTHER STAFF may be appointed by the Board as necessary to carry out such functions of the Band as the Board directs.

C.   ANNUAL REVIEW of Staff shall be conducted to ensure satisfactory job performance.

 

VI.   MUSIC

A.    SELECTION  Suggestions of music may be made by any Member to the Conductor(s).

B.   APPROVAL  Every effort shall be made by the Conductor(s) to accommodate suggestions of music from the Membership.

 

VII.  MEETINGS

A.    BOARD MEETINGS

1.    Meetings of the Board shall be called when the President or three Board Members deem it necessary.

2.    Board meetings shall be open to the Membership.

3.    There shall be no fewer than one Board Meeting per quarter.

B.    ANNUAL MEETING

4.    The annual meeting shall be held at the second rehearsal in January.

5.    The annual meeting shall be held for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.

C.   QUORUM

1.    Board of Directors: a simple majority of the Board shall constitute a quorum.

2.    Membership: a simple majority of the current voting Membership shall constitute a quorum.

D.   VOTING

1.    A quorum is necessary at any meeting in order to conduct business.

2.    Voting at all meetings shall be in person only.

3.    Each Full Member shall have voice and one vote.

4.    Each Student Member under age 18 shall have voice but no vote.  Student Members age 18 and older shall have voice and vote.

5.    Temporary Members shall have neither voice nor vote.

6.    Staff shall have voice but no vote.  In the event a Staff person is also a Full Member paying dues, they shall retain all rights and responsibilities of Full Membership, including voice and vote.

 

 

VIII. BUDGET AND FUNDS

A.    FISCAL YEAR  The fiscal year shall begin January 1.

B.   ANNUAL BUDGET  An annual budget for their area of responsibility shall be submitted to the Treasurer by each officer or standing committee as appropriate.

C.   COMPLIANCE  In its organization, operation and dissolution, the Band shall in every instance comply with the terms of the Tennessee Nonprofit Corporation Act.

D.   FUNDS  shall be deposited in a local financial institution in the name of East Tennessee Concert Band, Inc..  All checks drawn on the account shall bear the signature of the Treasurer, or the President, or, only when acting for the President, the Vice President.

 

IX.   PROPERTY

A.    CARE OF BAND PROPERTIES  Users of the Band's instruments and properties shall be responsible for their routine maintenance and repair.  Cost of major repairs not due to negligence shall be borne by the Band.  Determination of responsibility for costs shall be made by the Property Manager.

B.   RESPONSIBIUTY DUE TO LOSS  Users of the Band's instruments and properties shall be responsible for returning them in a condition acceptable to the Property Manager.  In the case of accident, theft, or negligence, the borrower shall be responsible for replacement with an acceptable equivalent.  Determination of an acceptable equivalent shall be made by the Property Manager.


 

 

X.    COMMITTEES

Special committees may be appointed by the Board and/or the chair.  Standing committees shall include the Nominating Committee and any other deemed necessary.

A.    NOMINATING COMMITTEE

1.    Duties

a.    Nominate candidates for the elective offices

b.    Report these candidates to the Membership

c.    Maintain a list of interested prospective Board Members

2.    Term shall be one year or when the next Nominating Committee is elected.

 

XI.   PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or any special or standing rules, or rules of order which the corporation may adopt.

 

XII. DISTRIBUTION OF ASSETS ON DISSOLUTION

Should this corporation ever be dissolved, or should its existence terminate, all the assets of the corporation shall be distributed to adult bands/an adult band that are/is tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 and such distribution shall be in accordance with the terms of Tennessee Code Annotated 48-64-101, et seq.  In case there are no suitable adult bands, all assets may be disbursed only to organizations exempt from income tax under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, or to the federal, state, or local government for a public purpose.  No part of the assets of this corporation shall ever be distributed to or used for the benefit of any Member, Director, or Officer of the corporation, or any private individual or private entity.  The selection of which organization(s} shall receive the distribution of assets on dissolution shall be chosen by a simple majority vote of the Board at their last meeting.

 

XIII. AMENDMENTS

Amendments to these Bylaws may be proposed by any Full Member or by the Board. The proposal shall be placed on the website for the duration of two calendar weeks and the Membership shall have this time period to post any request for clarification via email to the President.  If a quorum exists, a two-thirds majority may pass the proposed change.

 

XIV. RATlFICATlON

The Constitution and Bylaws shall take effect when it has been accepted by two-thirds of the Full Members present and voting at a regular meeting of the corporation.

 

Originally ratified as separate Constitution and Bylaws the fourth day of February, 1992.

Combined into one document and approved by the Membership on June 19, 2001.

Organization name changed from Knoxville Concert Band to East Tennessee Concert Band by a change to the bylaws, approved by the Membership on June 19, 2001.

Revised by the Board of Directors in July/August 2008.

Revised and Approved by the Membership on November 18, 2008