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
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COMMUNITY SYMPHONIC BAND
The Mississippi Community Symphonic Bands, Inc.
1. Principal Office
principal office of the corporation is located in Madison
County, State of Mississippi.
Section 2. Change of Address
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.
Section 3. Other Offices
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.
1. IRC Section 501(c)(3) Purposes
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
Section 2. Specific Objectives and Purposes
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.
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
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
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
shall be the duty of the directors to:
Perform any and all duties imposed on them
collectively or individually by law, by the Articles of
Incorporation, or by these Bylaws;
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;
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;
Meet at such times and places as required by
Contribute financially to the organization
and assist in fund-raising efforts.
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
Review board duties, and add or delete
duties as needed.
Section 5. Term of Office
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
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
Section 7. Place Of 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
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.
regular meeting of directors held in the first quarter of the
year, officers of the board will be elected by vote.
directors may be added (elected) by vote, or directors may be
relieved of their position by vote, at any board meeting.
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.
Regular Meetings of the board will be open to any member of the
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
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
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
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
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.
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
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
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.
14. Officers of the Board of Directors
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
of the Board of Directors shall be presided over by the top
available person on this list:
the Chairperson of the Board
the Music Director of the MCSB
the Business Director of the MCSB
the President of the Band
a pro tem Chairperson chosen by a majority of the
directors present at the meeting.
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.
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
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.
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.
Director may be removed from office, with or without cause, for
any one of the following reasons:
as permitted by and in accordance with the laws of the
State of Mississippi
by a majority vote of a quorum of the board
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.
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
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
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
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
Committees on the Board of Directors
Section 1. Executive Committee
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.
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
Section 2. Other Committees
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
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
Section 1. Designation Of Officers
officers of the MCSB shall be
The Music Director.
The Business Director
The President of the Band
MSCB may designate additional officers, such as librarian,
quartermaster, fund-raising chairperson, social events
Section 2. Qualifications
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
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
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
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
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.
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
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:
treasurer shall be in charge of all monies coming into and being
spent by the MCSB. He or she shall
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.
Receive, and give receipt for, monies due and payable to
the corporation from any source whatsoever.
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.
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.
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.
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.
Prepare, or cause to be prepared, and certify, or cause
to be certified, the financial statements to be included in any
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
Section 9. Duties Of the President of the Band:
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
Section 10. Duties Of the Other 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
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.
12. Nonliability of Officers
as provided by law, the officers of the corporation shall not be
personally liable for the debts, liabilities, or other
obligations of the corporation.
Execution of Instruments, Deposits and Funds
Section 1. Execution of Instruments
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
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.
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
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
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
Corporate Records, Reports and Seal
Section 1. Maintenance of Corporate Records
corporation shall keep at its principal office:
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;
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;
A record of its board of directors,
indicating their names and current contact information;
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
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
Section 3. Directors' Inspection Rights
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
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
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.
IRC 501(c)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
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.
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
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
Section 3. Distribution of Assets
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.
Implementation of Bylaws
Section 1. Adoption, Amendment, and Repeal
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.
Section 1. Whether To Be A Membership
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.
Construction and Terms
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.
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
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.
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
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.
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
signatures, signed by three founding members)