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Symphonic Band

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The Mississippi Community Symphonic Band
 Bylaws

This document is what we have adopted as our Bylaws. 

The information in this document is not binding, nor is it set in concrete. It is subject to revision by action of the Board of Directors.

If after reading this document and the other planning documents, you have suggestions to make, please get in touch with a member of the Board of Directors.

To download a Microsoft Word version of this document (112k), click here.


THE MISSISSIPPI
COMMUNITY SYMPHONIC BAND

Bylaws of
The Mississippi Community Symphonic Bands, Inc.

Article 1
Offices

Section 1. Principal Office

The principal office of the corporation is located in Madison County, State of Mississippi.

Section 2. Change of Address

The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within Madison, Hinds or Rankin county, by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.

New Address:     

Date:

Section 3. Other Offices

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

Article 2
Nonprofit Purposes

Section 1. IRC Section 501(c)(3) Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2. Specific Objectives and Purposes

The specific objectives and purposes of this corporation shall be educational. The principal purpose and objective of the Mississippi Community Symphonic Bands, Inc. shall be to provide a fun and challenging place for post-high-school musicians to play their instruments. A secondary purpose and objective of the Mississippi Community Symphonic Bands, Inc. shall be to provide excellent music in the form of concerts several times a year to those communities we represent. Additional secondary purposes and objectives may be added when commensurate with the mission of the organization.

Article 3
Directors

Section 1. Number

The corporation shall have between three (3) and twenty-five (25) directors. Collectively they shall be known as the Board of Directors. The board will consist of persons elected by existing board members. If not otherwise elected to the board, then the Music Director, the Business Director, and the President of the Band shall also serve as board members.

Section 2. Qualifications

Directors shall be of the age of majority in Mississippi.  Directors must be willing to abide by the Philosophies of the Band, attend Board Meetings, and work diligently to perform the duties of the office.

Section 3. Powers

Subject to the provisions of the laws of the State of Mississippi and any limitations in the Articles of Incorporation and these Bylaws, the activities and affairs of this corporation shall be governed by the direction of the Board of Directors, hereinafter referred to as “the board.”

Section 4. Duties

It shall be the duty of the directors to:

  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

  2. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation, except when these duties are delegated to an officer of the organization by these Bylaws;

  3. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly, except where such supervisory duties are delegated to officer employees of the organization by these Bylaws;

  4. Meet at such times and places as required by these Bylaws;

  5. Contribute financially to the organization and assist in fund-raising efforts.

  6. Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

  7. Review board duties, and add or delete duties as needed.

Section 5. Term of Office

Each director shall hold office for a period of three years and until his or her successor is elected, qualifies, and is installed. Initial and expansion members of the board may serve a lesser term so as to ensure staggered terms.

Section 6. Compensation

Directors shall serve without compensation. If funding is available and if such is approved by a vote of the majority of members, a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties, when such funds are available.

Section 7. Place Of Meetings

Meetings shall be held at a location to be designated by the Chairman of the Board unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.

Section 8. Regular Meetings

Regular meetings of Directors shall be held not less often than once each quarter, at a date and time to be determined by the board. At each meeting, the date and time of the next meeting will be determined and and approved by the board.

At the regular meeting of directors held in the first quarter of the year, officers of the board will be elected by vote.

Additional directors may be added (elected) by vote, or directors may be relieved of their position by vote, at any board meeting.

Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.

The Regular Meetings of the board will be open to any member of the organization.

Section 9.  The Annual Meeting

One regular meeting per year will be designated as the “Annual Meeting.” The Annual Meeting will consist of business and public sessions.

The business session will be reserved for business items not usually considered for public dissemination, such as election of new members or board officers, or discussion of employee performance and compensation.

The public session will include such items as an annual report by the officers of the corporation and an overview and discussion of future plans for the company. The public session will be open attendance; specifically invited to the public session will be former members of the Board of Directors and any persons interested in the mission of the organization. The first annual meeting (an organizational meeting) will take place on February 23, 2004. Thereafter, the board of directors may elect to change the date of the annual meeting without amendment to these Bylaws.

Section 10. Special Meetings

Special meetings of the Board of Directors may be called by the Chair of the Board, the Music Director, the Business Director, or by persons specifically authorized under the laws of the State of Mississippi to call special meetings of the board. Such meetings shall be held at a place designated by the person or persons calling the special meeting.

Section 11. Notice of Meetings

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

a.   Regular Meetings. No notice need be given of any regular meeting of the board of directors. As a practice, courtesy notices will be given to members of the organization and posted on the website.

b.   Special Meetings. At least one week prior notice shall be given by the person calling the meeting to each director of each special meeting. Such notice may be oral or written, may be given personally, by first class mail, by email, by telephone, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or email notification, the director thus contacted shall acknowledge personal receipt of the notice by a return message or telephone call within twenty-four hours of the first transmission.

c.   Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws or the law of the State of Mississippi, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 12. Quorum for Meetings

A quorum shall consist of 51% of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motions which the Chair shall entertain at such meeting is a motion to adjourn, and settling the date and time of the next meeting.

Section 13. Majority Action As Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

Section 14. Officers of the Board of Directors

The Board of Directors shall have a Chairperson and a Secretary, and may have any other officers the board deems necessary.

Section 15. Conduct of Meetings

Meetings of the Board of Directors shall be presided over by the top available person on this list:

Ø      the Chairperson of the Board

Ø      the Music Director of the MCSB

Ø      the Business Director of the MCSB

Ø      the President of the Band

Ø      a pro tem Chairperson chosen by a majority of the directors present at the meeting.

The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by the Chairperson, using guidance from Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law.

Section 16. Vacancies

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and/or (2) whenever the number of authorized directors is increased.

Any director may resign effective upon giving written notice to the Chairperson of the Board, the Music Director of the corporation, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the State of Mississippi.

A Director may be removed from office, with or without cause, for any one of the following reasons:

a.       as permitted by and in accordance with the laws of the State of Mississippi

b.      by a majority vote of a quorum of the board

c.       if a director misses three consecutive meetings, then at the third missed meeting, the board shall discuss whether that member should be kept. The direction of these bylaws is to remove such member from the board, except where the board after discussion votes to keep him or her.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the Board of Directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.

Section 17. Nonliability of Directors

The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.

Section 18. Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of the State of Mississippi.

Section 19. Insurance For Corporate Agents

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

Article 4
Committees on the Board of Directors

Section 1. Executive Committee

The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of at least three board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.

By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records and report the same to the board from time to time as the board may require.

Section 2. Other Committees

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.

Section 3. Meetings and Action of Committees

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

Article 5
Corporation Officers

Section 1. Designation Of Officers

The officers of the MCSB shall be

a.       The Music Director.

b.      The Business Director

c.       The Treasurer

d.      The President of the Band

The MSCB may designate additional officers, such as librarian, quartermaster, fund-raising chairperson, social events chairperson, etc.

Section 2. Qualifications

Any person may serve as an officer of this corporation, without regard to race, color, creed, religion, age, or national origin. The Board will determine or approve qualifications, if any, for the officers, such as education and experience requirements.

Section 3. Election and Term of Office

Officers of the corporation shall be appointed by the Board of Directors. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor has been be appointed and qualified.

Section 4. Removal and Resignation

Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the Music Director or Chief of Administration of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any employee of the corporation.

Section 5. Vacancies

Any officer of the organization vacancy shall be filled by the Board of Directors. In the event of an unexpected vacancy, such vacancy may be filled temporarily by appointment by the Chairperson of the Board until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

Section 6. Duties of The Music Director

The Music Director shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed or elected as Chairperson of the Board of Directors, the Music Director shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.

The Music Director shall determine the conduct of all rehearsals and concerts, and generally oversee all music-related business of the MCSB. In addition, he or she will serve as the chair of the Music Committee, and supervise auditions if needed, chair assignments, and if there are multiple bands, will either assign individuals to the appropriate band, or chair a committee to make such decisions.

Section 7. Duties of the Business Director

In the absence of the Music Director, or in the event of his or her inability or refusal to act, the Business Director shall perform all the business duties of the Music Director, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Music Director. In addition, the Business Director shall direct the functions of and have operational responsibility for the Music Library, the Quartermaster functions, the Non-Profit Executive functions, the Fund-Raising and Sponsorship functions, the Awards functions, and the Social Events functions. The Business Director shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation or by these Bylaws or as may be prescribed by the Music Director or Board of Directors.

Section 8. Duties of the Treasurer:

The treasurer shall be in charge of all monies coming into and being spent by the MCSB. He or she shall

a.       Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.

b.      Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

c.       Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

d.      Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

e.       Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.

f.        Render to the Music Director, the Business Director, and/or directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

g.       Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

h.       In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation or by these Bylaws or which may be assigned to him or her from time to time by the Music Director, the Business Director, or the Board of Directors.

Section 9. Duties Of the President of the Band:

The President of the Band is elected annually in September by a majority vote of the performing members. The President of the Band acts as chief liaison between the performing members and the Music Director, the Business Director, and the Board of Directors. The President of the band also serves as the Chair of the Social Events Committee, and may serve on other committees as well.

Section 10. Duties Of the Other Officers:

Officers of the corporation whose duties are not explicitly delineated in these Bylaws shall perform duties as specified in job descriptions to be developed by the Music Director or the Business Director, and approved by the board of directors.

Section 11. Compensation

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.

Section 12. Nonliability of Officers

Except as provided by law, the officers of the corporation shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Article 6
Execution of Instruments, Deposits and Funds

Section 1. Execution of Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by either the Music Director or the Business Director.

Until such time as sufficient funds are available and the Board of Directors approves the appointment or election of a Treasurer, such payments may be signed by the Music Director or the Business Director only.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts

The Board of Directors, the Music Director, or the Business Director may accept on behalf of the corporation any contribution, gift, bequest or devise for the nonprofit purposes of this corporation.

Article 7
Corporate Records, Reports and Seal

Section 1. Maintenance of Corporate Records

The corporation shall keep at its principal office:

  1. Minutes of all meetings of directors, committees of the board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;

  2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

  3. A record of its board of directors, indicating their names and current contact information;

  4. A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection at all reasonable times during office hours by any authorized entity.

Section 2. Corporate Seal

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 3. Directors' Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.

Section 4. Right To Copy And Make Extracts

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

Section 5. Periodic Report

The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of the State of Mississippi or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

Article 8
IRC 501(c)(3) Tax Exemption Provisions

Section 1. Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2. Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, employees, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets

Upon the dissolution of this corporation, any assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Mississippi.

Article 9
Implementation of Bylaws

Section 1. Adoption, Amendment, and Repeal

Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended or repealed and new Bylaws adopted by approval of the Board of Directors.

Article 10
Membership

Section 1. Whether To Be A Membership Organization

The decision to determine whether the MCSB is a membership organization is to be made by the Board of Directors.

Section 2. Rules Governing Membership.

Once a decision has been made to convert the MCSB to a membership organization, the Board will develop and approve a set of rules, “The Rules Governing Membership of the MCSB,” that will be the initial guidance for membership of the organization.

Once the membership is in place, the members will review the “Rules Governing Membership of the MCSB” at least annually, and will make any alterations approved by a majority vote.

Section 3. Dissolution of Membership.

If the membership approves by a majority vote, the MCSB may become a non-membership organization once again.

Article 11
Construction and Terms

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter or other founding document of this corporation filed with an office of the State of Mississippi and used to establish the legal existence of this corporation.

Any dispute arising from implementation, interpretation, or otherwise connected to these Bylaws shall have the first official resolution attempt conducted under the provisions of Alternative Dispute Resolution, as defined and administered by the Better Business Bureau. Failing resolution by this means, any other resolutions shall be governed by the laws of the State of Mississippi.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do,  adopt the foregoing Bylaws, consisting of 1 total pages (including this one), as the Bylaws of this corporation.

Dated: ______________________________

 (Spaces for signatures, signed by three founding members)

 

 

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