Updated Mar 1, 2009, 10:28 PM
THE WESTPORT COMMUNITY BAND, INC.
BY-LAWS, AS AMENDED
Board of Directors
Section 1.1. The corporate powers of the Westport Community Band, Inc. (the “Corporation”) shall be vested in the Board of Directors (the “Board), which shall govern all matters except as hereinafter stated, or otherwise reserved to the membership by the Articles of Incorporation or the statutes of the State of Connecticut.
Section 1.2. The Board shall consist of nine (9) directors, all of whom shall be elected from the membership at large; provided, however, that the Board may elect directors to fill vacancies for the balance of a director’s term. A director who misses three consecutive meetings without an acceptable excuse will be considered to have resigned from the Board and his or her position will be considered to be vacant. The Board may increase the number of directors provided that it shall always be an odd number.
Section 1.3. Directors shall be elected to a term of two (2) years, except that three (3) members of the initial Board shall be elected for a term expiring on May 31, 1984 and four (4) members of the initial Board shall be elected for a term expiring on May 31, 1985.
Section 1.4. A quorum for the transaction of business by the Board shall be a majority of its membership and, except as provided otherwise in the Certificate of Incorporation, the act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 2.1. The officers shall consist of a President, Vice President, a Secretary, and a Treasurer, whose respective duties shall be as described below:
2.1.1. President: the President shall preside at all meetings of the membership and the Board and shall be an ex-officio member of all committees of the Board.
2.1.2. Vice President: the Vice President, in the absence of the President, shall preside at all meetings of the Board and the membership.
2.1.3. Secretary: the Secretary shall record and preserve the minutes of all meetings of the membership and the Board and determine whether a quorum is present. In the absence of both the President and the Vice President, the Secretary shall preside at all meetings of the Board and the membership.
2.1.4. Treasurer: the Treasurer shall receive, collect, deposit, and disburse all funds of the Corporation and shall keep full and accurate accounts of same. The Treasurer shall have full signatory authority on all bank and checking accounts of the Corporation up to the amount of $200.00 on any single check, draft, or order. On amounts greater than $200.00, the signature of both the Treasurer and the President shall be required.
Section 2.2. All officers shall be elected by the Board from amongst its directors.
Section 3.1. All members of the Corporation are eligible to vote for the election of directors.
Section 3.2. Election of directors shall be voted by a majority of the Corporation’s members present at a general meeting of the Corporation’s membership, duly noticed. In the event that more nominees stand for election at such a meeting than exist vacancies on the Board, nominees shall be elected in the order of votes received, with the nominee receiving the greatest number of votes cast being deemed elected first, until all vacancies are filled. Each member of the Corporation shall have one vote for each vacancy on the Board; votes may not be accumulated.
Section 3.3. All candidates for the Board shall be nominated from the floor of the general meeting of the membership in accordance with the rules of parliamentary procedure.
Section 4.1. The Board may, by resolution adopted by a majority of the directors, delegate to an Executive Committee, composed of three or more directors, management of the affairs of the Corporation that require action before a meeting of the entire Board may be called.
Section 5.1. A general meeting of the membership shall be held in May or June of each year. At this meeting, members of the Board shall be elected as required to fill vacancies. Notice of this meeting shall be mailed to all members enrolled at least ten (10) days prior to the date scheduled for the meeting. Additional meetings of the membership may be scheduled by the Board on similar notice.
Section 5.2. There shall be a minimum of two (2) meetings of the Board each year.
Section 6.1. The following positions are established for the purposes hereinafter defined in this Article VI. All positions will be filled by the Board by appointment for a two (2) year term. The Board shall first seek volunteers, but may fill vacancies by appointment from the general membership or from the Board.
Section 6.2. The Board Librarian shall have the responsibility of maintaining and preserving all musical scores so that they may be made available to the Band.
Section 6.3. The Band Historian shall have the responsibility of obtaining and preserving records and memorabilia of band activities.
Section 6.4. The Publicist shall have the responsibility of making the public aware of the goals and objectives of the Corporation; shall maintain working relations with the media; and shall prepare and release all public information about the band.
Section 7.1. The Musical Director shall be the leader of the band. He or she shall be in charge of all rehearsals and performances, shall maintain band discipline, and shall have final authority on all musical matters, including all matters of programming, performance, and musical interpretation.
Section 7.2. The Musical Director shall be selected and retained by the Board on such terms as they may deem advisable; he or she shall not be a member of the Board.
Section 8.1. These By-Laws may be amended or repealed at a meeting of the general membership by a two-thirds (2/3) majority vote of those members present; provided that the notice of any meeting at which such action is proposed shall include notice of such action.
Section 9.1. The fiscal year of the Corporation shall end on June 30 of each year.