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Proposed By-Laws:

WALKERSVILLE BAND BOOSTERS, INC.
BY-LAWS

(APPROVED: October 14, 2004)

Click here to view formats in which to download the by-laws.

ARTICLE I - Name

Section 1.The name of the Corporation shall be Walkersville Band Boosters, Inc., herein referred to as the Corporation, a 501(c)(3) Corporation recognized by the Internal Revenue Code as a nonprofit organization.


ARTICLE II - Purpose

Section 1.The purposes and objectives of the Corporation shall be as outlined in its Articles of Incorporation and from time to time may be amended through these Bylaws.
Section 2.The Corporation exists to promote and support the interests and activities of the Walkersville High School Music Department and to provide moral and financial support to all Walkersville High School music programs.


ARTICLE III - Membership

Section 1.Membership shall be designated as active, associate, and honorary.
  1. Active members are parents or guardians of pupils in the music programs at Walkersville High School.
  2. Associate members are students in the music programs at Walkersville High School or other adults in the community interested in, and supportive of, the Walkersville High School music programs.
  3. Honorary members may be any person, firm, or organization who shall have rendered some distinguished service to the Corporation and shall have been voted an honorary member by a three-fourths vote of the Executive Board of the Corporation.
Section 2.Only active members may vote and/or hold any office of the Corporation.


ARTICLE IV - Officers

Section 1.The Corporation shall have a President, Vice-President, Secretary, Treasurer, Publicity Director, Ways and Means Director, and a Director-at-large.
  1. The President shall preside at all meetings of the members and of the Executive Board and s/he shall perform all duties incident to the office of president of a corporation.
  2. The Vice-President, at the request of the President or in his/her absence, shall perform all duties and exercise the functions of the President, and when so acting shall have the powers of the President.
  3. The Secretary shall keep the minutes of the meetings of the members and of the Executive Board in books provided for that purpose; shall witness all documents on behalf of the Corporation seeing that the Corporate Seal is affixed where such document is required to be under seal; and perform all duties incident to the office of secretary of a corporation.
  4. The Treasurer shall have charge of and be responsible for all funds, receipts, and disbursements of the Corporation, and shall deposit all moneys in such banks as from time to time shall be selected by the Executive Board; render to the President or to the Executive Board, whenever requested, an account of the financial condition of the Corporation; and perform the duties incident to the office of treasurer of a corporation. All checks or withdrawals of funds from the accounts of the Corporation shall be approved by the Executive Board and signed by an Executive Board member and the Treasurer provided they do not come from the same household.
  5. The Publicity Director shall attend to all advertising and correspondence with the press and to all other matters of publicity as directed by the Executive Board. This position may be combined with any other Officer position with no additional voting rights.
  6. The Ways and Means Director shall coordinate all fund-raising activities of the Corporation to include planning, timing, and executing. Fund-raisers will normally be identified as a student project, a parent project, or a combination of the two. S/he shall recommend annually to the Executive Board a calendar of planned fund-raising activities that includes project, date(s), estimated profit, and distribution of profits among the Corporations bank account(s). This position may be combined with any other Officer position with no additional voting rights.
  7. The Director-at-large may be assigned duties by the President as deemed necessary by the Executive Board. This position may be combined with any other Officer position with no additional voting rights.
Section 2.The Director of Instrumental Music shall keep the Executive Board informed of all student events by way of an annual calendar. S/he shall submit an estimated budget to the Executive Board prior to June 1st of each year, and keep the Board informed as changes occur to that budget. S/he shall inform the Executive Board what portion of the budget or what items in the budget are being paid for from school and/or Board of Education funds. S/he shall also make his/her needs known for manpower, special talents, and any other commodity s/he may need to successfully carry out his/her duties as Director of Instrumental Music.
Section 3.The Principal or designee will act as a liaison between the school and the Walkersville Band Boosters, Inc.


ARTICLE V - Meetings

Section 1.Annual Meeting
  1. The annual meeting of the members of the Corporation shall be held on a day duly designated by the Executive Board between the 15th day of April and the 15th day of June of each and every year. Except as the Articles of Incorporation or statute may provide otherwise, any business may be considered at the annual meeting without the purpose of the meeting having been specified in the notice.
  2. Unless statute or the Articles of Incorporation provide otherwise, at the annual meeting of the membership the presence of the active members shall constitute a quorum and a simple majority (the most number of votes) of all votes cast at a meeting at which a quorum is present is sufficient to prove any matter that comes before the meeting. Each active member shall be entitled to one vote and representation or voting by proxy shall not be permitted.
  3. After each annual meeting of the members at which a Executive Board shall have been elected, the Executive Board shall meet as soon as practical for the purpose of the organization and the transaction of other business.
Section 2.General Membership Meetings
  1. The Corporation will hold a monthly general membership meeting during the months of August through May.
  2. At general membership meetings, a minimum of 5 active members (not to include Executive Board members) shall constitute a quorum.
Section 3.Executive Board Meetings
  1. The Corporation will hold a monthly Executive Board meeting.
  2. At Executive Board meetings, a majority of the entire Executive Board shall constitute a quorum.
  3. Anyone defined as part of the membership of the Corporation (see Article III, Section 1) may attend Executive Board Meetings unless the meeting has been closed to discuss sensitive issues. They may not, however, take part in any discussions nor are they entitled to vote thereon.
  4. The Director of Instrumental Music and/or the Principal or designee shall be present at all Executive Board Meetings. The Director of Instrumental Music and/or Principal or designee may waive this requirement.
Section 4.Special Meetings
  1. Special meetings may be called by the President, by petition of no less than four (4) members of the Executive Board, by petition of the Director of Instrumental Music and the Principal of Walkersville High School, or by petition of no less than 10 active members. At least two (2) days' notice must be given before a special meeting may be held.


ARTICLE VI - Executive Board

Section 1.The Executive Board of the Corporation shall manage its business and affairs. The Executive Board may exercise all the powers of the Corporation except those conferred on or reserved to the members by statute, the Articles of Incorporation, or these Bylaws.
Section 2.Any voting member of the Executive Board shall be elected in accordance with Article VIII, Section 1.
Section 3.The Corporation shall have between five (5) and seven (7) directors until changed as herein provided.
Section 4.The Director of Instrumental Music and the Principal of Walkersville High School, or designee, shall act as advisors to the Executive Board.
Section 5.The action of a majority of the quorum of the directors present shall constitute proper action by the Executive Board unless a greater proportion is required by statute, the Articles of Incorporation, or the Bylaws.
Section 6.The President of the Walkersville High School Band Council may attend all meetings of the Executive Board and express their views on matters taken up by the Board. They shall not be entitled to vote thereon.
Section 7.Any elected officer referenced in Article IV, Section 1, may resign at any time by written notice to the President and/or Executive Board. Acceptance of such resignation shall not be necessary to make it effective.
Section 8.Any elected officer referenced in Article IV, Section 1, may be removed at any time by a majority vote of the Executive Board AND a three-fourths majority vote of the active members present at a duly called meeting. Notification of the meeting shall have been mailed or delivered to each member not less than twenty (20) days prior to the meeting at which the vote is to be taken.


ARTICLE VII - Committees

Section 1.Nominating Committee
  1. The President shall appoint the Nominating Committee in February.
  2. Only active members may be appointed to the Nominating Committee.
Section 2.Bylaws Committee
  1. The President may appoint a Bylaws Committee at any time during the year.
  2. If a Parliamentarian has been appointed, s/he will serve as the chairperson for the committee.
Section 3.Other Committees
  1. The President shall appoint such other committees, as the Executive Board may from time to time deem advisable.
  2. Any active, associate, or honorary member may be appointed to any committee except the Nominating Committee. Only active members may be appointed to the Nominating Committee.
Section 4.The President may serve as an ex-officio member of all committees other than the Nominating Committee.


ARTICLE VIII - Nominations and Elections

Section 1.The officers and directors of the Corporation shall be elected by the membership as follows:
  1. The Nominating Committee hereinafter provided for shall submit its nominations for each office and directorate to be filled to the annual meeting of the Corporation. Additional nominations may be made from the floor.
  2. In the event that there is more than one candidate for a particular office, the selection for that office shall be by ballot and the person receiving the highest number of votes shall be declared elected. A majority of the total votes cast shall not be necessary to constitute an election.
  3. The Executive Board may fill any office or directorate that may become vacant between the annual meetings of the Corporation by a majority vote of the entire Executive Board.
  4. The directors who are elected at the annual meeting shall serve one year terms or until their successors are elected.


ARTICLE IX - Parliamentary Authority

Section 1.Robert's Rules of Order shall govern all proceedings of this Corporation unless otherwise stated herein.
Section 2.The President may appoint a Parliamentarian from the membership to rule on procedure.


ARTICLE X Dues and Fees

Section 1.There shall be no membership fees or dues assessed to any member.
Section 2.No officer, director, or member shall be paid or allowed any fee, salary, or other compensation. Expenses incurred for or on behalf of the Corporation shall be promptly paid. Only those expenses necessary to the conduct of the Corporation's business, and allowable as deductible expenses by the Internal Revenue Service, shall be authorized by the Executive Board.
Section 3.The fiscal year of the Corporation shall end on the 31st of May of each year.


ARTICLE XI - Amendments

Section 1.The members shall have the power to amend, alter, or repeal these Bylaws or any provision thereof and may from time to time make additional Bylaws.
Section 2.Any amendment, alteration, addition, or repeal must be made by a majority vote of the active members present at a duly called meeting, provided a copy of the proposed changes shall have been mailed or delivered to each member not less than twenty (20) days prior to the meeting at which it is to be considered.


ARTICLE XII - Standing Rules

Section 1.Information concerning operational procedures of the Corporation may be detailed in separate Standing Rules.


ARTICLE XIII - Dissolution

Section 1.Upon dissolution of this Corporation, all assets shall be distributed to Walkersville High School for the purpose of enhancing the Music Department of the school. The Executive Board may, prior to dissolution, designate more specific purposes within the Walkersville High School Music Department at its discretion.

Download Proposed By-Laws (August 18, 2004 Revision): <-- Back to the main Band Booster page