Below are the Bylaws for the Band
Article I
Mission, Vision, and Objectives
Mission Statement (our purpose)
- Support and advance the Southern Rhode Island community’s cultural interests by performing a wide range of music at venues throughout the community.
- Create an environment within the WCB that promotes high quality performances and supports the national long-standing tradition of community concert bands.
- Provide opportunities for student, amateur and professional musicians from the community to advance their musical skills.
- Promote a sense of collegiality and pride of musicianship among its membership.
Vision
- To be recognized among the best community bands in Rhode Island by providing performances of the highest quality possible.
- To be visible and vibrant within our Community.
Objectives
Set Specific objectives for each year:
- Raise sufficient funds to assure financial solvency, and provide additional funding for needed new music, equipment, and other expenses that may be needed to advance the mission and vision of the WCB.
- When possible, engage one fine professional soloist for one major concert.
Article II
Board of Directors
- Election of Board Members
- Tenure
Board members shall serve their full term unless circumstances develop which make it difficult or unrealistic for the member to continue. In these circumstances, the board member shall give full consideration to the prevailing circumstances in making his / her final decision to resign. If the board member is leaving in good standing the Nominating Committee may submit his/her name as a candidate to for a future office or at-large board position.
- Composition
- Responsibilities of the Board
The Board may also exercise its authority to delegate specific assignment[s] to workgroups or individuals whose assignment shall be limited to researching, making assessments and giving recommendations to the Board where further action will be taken.
The Board is responsible for supporting the Articles of Incorporation, and making decisions and actions that comply with those articles.
The Board is responsible for making final decisions regarding appointing a Music Director.
- Voting and Final Decisions
Decisions may be made and action taken by the board on specific matters without meeting by using email. Under these circumstances, there must be evidence through written contributions to the discussion that a quorum exists. Under these circumstances, written contributions, comments to the matter at hand are to be addressed to the President with copies to each participant. In addition, the following rules shall be observed:
- The secretary shall archive all associated written communications.
- All participants of the quorum must submit a written vote before a decision or action can be final.
- The president shall count the written votes and inform the participating board members of the decision.
- Removal of Board Members
Examples of circumstances that can lead to a decision to remove a member may include, but are not limited to the following:
- Overt personal conduct that is contrary to the vision, mission, or objectives of the WCB.
- Recurring or intentional single conduct resulting in potentially serious infraction of articles of incorporation of the WCB.
- Other actions taken that are clearly not in support of the mission, vision, and objectives of the WCB.
- Failure to fulfill the spirit of obligations of a board member by lack of attending sufficient number of meetings and/or by demonstrating a poor spirited demeanor during meetings that is disruptive to progress.
- Filling Interim Board Positions
- Regularly Scheduled and Unscheduled Board Meetings
The Board shall meet at least quarterly and may at the discretion of a simple majority of its quorum schedule a special meeting. Notice for meetings shall be the responsibility of the president and distributed by the Secretary at least 7 days prior by email or by an alternative method that was previously agreed to by the full board. Office positions of the board are responsible for attending all meetings. At large members shall make provisions to attend all meetings, but may be excused from the Board if he / she miss a simple majority to meetings in a given calendar year.
The President or Vice President shall preside over all board meetings.
An agenda will be set by the President and distributed by the Secretary to the Board members at least one week prior to the meeting.
Board meetings shall have a standing agenda which consists of:
- Reading and approval of minutes from the previous meeting, with consideration for edits as needed
- Treasurer’s report
- Discussion of old business and action to be taken
- New business
- Confirmation of next meeting
Minutes of the Board of Directors meetings shall be taken by the Secretary and distributed to all Board members via email.
The Board shall discuss and vote on matters of band operations in accordance and support of the mission, vision, and objectives of the WCB. The Board shall defer decisions on items of business that are viewed to be outside of [routine] operations - or in some degree be in conflict with the stated mission, vision, and objectives of the band. For those matters, the board shall schedule a general membership meeting. If circumstances are clearly emergent for a decision to be made, the board shall set a one week notice to hold a general membership meeting. Under these circumstances, a quorum of band’s membership shall be 1/3 present.
The Board of Directors is required to prepare the agenda for the general membership meeting and all items brought forth for consideration by the membership will be voted at a general or annual membership meeting. Also see Article IV “Concert Band Members”.
- Compensation for Board Members
- Personal Liability
- Conflict of Interest
- Board Responsibilities
- Receive and account for funds received.
- Account for the distribution of funds to creditors and to satisfy other operating expenses.
- Provide accounting, management of any 501C3, reporting, and filing required tax returns.
- Provide an annual report to the Band on the WCB’s financial status.
- Forecast a one-year budget and three year estimate of the funds received and disbursed based on identified needs of the band.
- Manage expenses and keep expenses and revenue in line with budget expectations.
- Account for the acquisition and disposition of assets.
Article III
Officers
The officers of the Wakefield Concert Band shall be four: President, Vice-President, Secretary, and Treasurer. Officers of the Wakefield Concert Band are also members of the Board of Directors of the Wakefield Concert Band.
- Nomination of Officers
- Election of Officers
- Term of Office
No person shall hold more than one board or office position simultaneously.
- Resignation
- Removal
- Filling Interim Officer Vacancies
- Duties of the President
- Duties of the Vice-President
- Duties of the Secretary
- Duties of the Treasurer
- Compensation to Officers
Article IV
Concert Band Members
- Membership of WCB Instrumentalists
Anyone designated as a band member by the director shall make a commitment to attend required rehearsals and performances as determined by the Music Director.
Auditions may be required for membership at the discretion of the Music Director.
Provisions for member fees and / or dues may be levied to each member only after the matter has been given full consideration and approved the Board.
Members will receive compensation for specified expenses that were approved in advance by the Board. Expenses not pre approved by the Board will be reimbursed. There will be no compensation for member participation in Wakefield Concert Band, its activities or performances.
Members are required to provide their own instruments and related equipment for rehearsals and performances.
Members are responsible for providing their own transportation and covering their expenses to and from rehearsals and performances as well and all other sanctioned events they participate in.
Band member expenses not specifically approved by written request from a member of the Board are the responsibility of each band member.
Band members are responsible for purchasing at their expense required dress and follow the dress code for events.
- Record of Membership
INDEMNIFICATION AGREEMENT
I ___________________________ agree to indemnify, and hold
harmless the Wakefield Concert Band, its officers, and board members
in the event of my injury, from charges, claims, and losses by a third party
which occurred through or as a result of my voluntary participation in sanctioned WCB events.
Members under the age of 21 shall have their parents co-sign the indemnity agreement.
- Annual Membership Meeting
The secretary is responsible for sending a notice two weeks in advance via email to all members prior to the annual meeting.
An agenda will be written by the President and approved by the Board of Directors, and distributed via email to all members at least one week prior to the annual membership meeting. A few paper copies may be made available.
The annual meeting will take place at a location and time reasonably accessible to members.
A quorum of 51% of the membership from the record of attendance must be present in order to conduct business at the annual meeting.
Attendees shall sign in before the meeting.
The President or Vice-President shall preside over all meetings.
Each member with a membership form on file, including the Officers and Music Director, shall have one vote for each matter of business via a balloting process for each officer position.
In the absence of balloting, votes may be cast by a show of hands, unless a paper ballot is requested by at least 25% of the members present. However, election of officers and at-large board members shall be conducted at the annual WCB meeting with the use of a written ballot.
A simple majority of those present for a vote is needed to approve an item.
The Treasurer shall provide a financial report at each annual meeting.
Minutes of annual meetings shall be taken by the Secretary and distributed to all members for later approval.
- Voting For New Officers
To assure continuity among Officers and Directors from one year to the next, the following staggered election timetable shall be followed:
In even-numbered years, the President, Secretary, and Treasurer and one at-large Director of the Wakefield Concert Band Board shall be elected to two-year terms.
In odd-numbered years, the Vice-President and second at-large Director will be elected to two one year terms.
Upon ratification of these bylaws in 2010, however, the Vice-President and second at-large Director positions will be filled for one-year terms. Then, commencing in 2011, these two positions will be elected to two-year terms according to the even-year (President, Secretary, Treasurer, Board Member #1), odd-year (Vice-President, Board Member #2) schedule described in the preceding paragraphs.
- Removal of a Band Member
- Overt personal conduct that is contrary to the vision, mission, or objectives of the WCB.
- A single and intentional conduct resulting in potentially serious infraction of articles of incorporation of the WCB.
- Failure to attend a sufficient number of rehearsals and/or performances in the judgment of the Music Director.
- Unscheduled Membership Meetings
Article V
Music Director
- Selection
- Qualifications
- Minimum 3 years of successful experience conducting and directing a performing
- ensemble
- A firm knowledge of band literature
- A working knowledge of all band instrumentation
- An ability to develop and maintain positive professional contacts with local band directors and musician
- An ability to provide effective and efficient rehearsal techniques
- A knowledge of where and how to select, purchase, and obtain music
- Personal traits that will:
- Support the established culture and continually develop the collegiality within the
- WCB
- Have a friendly and approachable manner without sacrificing a genuine pursuit for excellence
- Work hard to maintain and find ways to continually develop the musicianship of band members and the organization as whole.
- Duties of the Music Director
- Determine the selection of and oversee the purchase of music.
- Supervise and coordinate rehearsals and performances.
- Function as the WCB music consultant on matters that have a direct impact on the quality of music performed by the band, and make decisions regarding the distribution and quality of instrumentation of the WCB, and all related technical matters.
- Make decisions regarding membership of instrumentalists to the WCB.
- Work with the Board to plan and coordinate performances.
- Work with the Board as needed to prepare the annual operating budget.
- Make decisions in conjunction with the Board regarding guest conductors and guest soloists who may perform with the WCB, and with the Board determine and approve compensation issues for guest soloists and conductors and related expenses.
- Work with the Board to define dress code for members during performances.
- Oversee the music library.
- Secure a suitable rehearsal location with support and help of the Board as needed.
- Appoint an Assistant Director[s] who shall assume limited duties that are defined by the Music Director.
- Establish play list for rehearsals and performances.
- Serve as a standing Board member with one vote.
- Work with the band’s IT communications person to send notices of rehearsals, playlists, and performances to members via email. Keep band members informed of upcoming rehearsals and performances.
- Advise and work with the Board to consider special events, such as recording sessions, special performances, or in matters that may be outside of the stated mission of the WCB such as involvement in regional competitions.
- Determine schedules for rehearsals, and perform required support tasks that are needed to assure that the quality of the band’s performances are at the highest possible level.
- After informing band members of possible future performances, and giving members an opportunity to respond with questions and give feedback, the Music Director shall make recommendations to the Board for their support regarding the new season’s performance schedule. Consideration for adding performances during the year shall be discussed and addressed in a similar manner.
- Tenure
- Resignation
- Removal
- Overt personal conduct that is contrary to the vision, mission, or objectives of the WCB.
- A single and intentional conduct resulted in potentially serious infraction of Articles of Incorporation of the WCB.
- Other actions taken that are clearly not in support of the mission, vision, and objectives of the WCB.
- When there is a clear trend of declining quality of rehearsals and performances in the absence of extenuating and temporary circumstances.
- Compensation
- Membership in Other Organizations
Article VI
Financial Accountability and Corporate Structure
- Finance
- Fund drives by band members.
- Retaining a percentage of gross proceeds from benefit performances.
- Conducting benefit concerts.
- Accepting requests to perform for organizations in the Rhode Island area.
- Accepting donations at designated concert performances.
Levying membership fees and/or annual dues may be given full consideration by the Board when in the judgment of the Board there is clear and compelling evidence that such levies are necessary in order to continue operation of the band - and after all other considerations regarding alternative funding have been attempted and exhausted. Such alternative funding considerations shall include those noted immediately above.
- Fund Raising
- Recommending the band’s fees for performances and charitable events.
- Coordinating funding with the financial committee.
- Maintaining and adding to WCB’s mailing list.
- Dissolution of the Wakefield Concert Band
Amendment adopted July 2, 2012: Should the WCB dissolve, its assets, to include but not limited to music, will be donated to another qualified non-profit organization.
- Performances
- The Music Director, after discussion with the band members can recommend to the Board the number, location and purpose of performances with minimum six-month time frame.
- Do so after obtaining the Band’s feedback.
- Also see Article V, Section 3, Duties of the Music Director
Article VII
Committees
- Standing Committees
The committee chairperson will select the number and type of committee member he or she feels are needed and make appointments from the pool of volunteer band members to perform the tasks of the committee.
Each committee defined by the Board will have three or more members.
- Standing (permanent) committees
- Finance Committee: Responsible to the Board in the areas cited under Article VI above. The Treasurer of the Board will chair this committee.
- Fund Raising: Responsible to the Board for discharging duties listed under Article VI.
- Nominating Committee
- Chaired by the Vice President, the Nominating Committee will recommend two weeks prior to the annual meeting, a slate of candidates to the band membership for designated officers and at-large Board positions.
- In its search for candidates for Board positions, the Nominating Committee shall use the following guidelines. The candidate shall:
- Be 21 years of age.
- Be able to demonstrate a sincere interest in supporting the mission, vision, and objectives of the WCB.
- Demonstrate suitable communication skills needed to conduct business of the WCB.
- Demonstrate a level of maturity that will allow for assessments and decision making on behalf of the WCB.
- Demonstrate an ability to be a good WCB representative to the community and foster and support fund raising events if needed.
- Ad Hoc Committees
of the board.
Article VIII
Member Emeritus
Membership Emeritus
The Board may award the recognition of Member Emeritus to a band member who has demonstrated unusual commitment and support to the fundamental spirit and tradition of community bands, and whose tenure and participation in WCB events exemplify the meaning of membership. This award may be presented during a performance and may be documented in the WCB’s history. The award may consist of an appropriate plaque or certificate that is approved and funded by the Board. The band member so recognized shall have the right and privilege to participate in rehearsals and at the discretion of the Music Director may participate in designated performances. Further, a Member Emeritus may be granted a no charge admission to all performances.
Article IX
Amendments to the Bylaws
A motion to Amend or add, or delete articles to the bylaws may be initiated by a 2/3 majority vote of the Board, and shall be carried with ratification with a 2/3 majority vote of WCB members. Band members may submit requests to amend, add, or delete articles to the WCB bylaws.