By-Laws
Arkansas Winds, Inc. By-Laws
Article I - Name, Territory and Office
The name of this corporation shall be Arkansas Winds, Inc. The main office or principal place of business of this corporation shall be in the City of Fayetteville, Washington County, Arkansas.
Article II - Purpose
The general purpose of this corporation shall be to advance, develop, and foster an interest in and appreciation of music; and to do any and all things necessary, convenient, useful or incidental to the attainment of its purposes as long as consistent with the provisions of Act 176 of 1963, Act 728 of 197 and Act 181 of 1977 of the Acts of Arkansas. The purpose of this corporation is restricted so that it shall not carry on any other activities not permitted to be carried on {a} by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or {b} by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law); and no part of the net earnings of the corporation shall inure to the benefit of, or be distributible to, its members, trustees, officers, 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 set forth herein.
Article III - Board of Directors
Section 1 - Composition
The affairs of this corporation shall be managed and controlled by a board of directors which shall consist of nine (9) persons. Music Director will serve as ex-officio member of the Board.
Section 2 - Election and Term of Office
Members of the board of directors shall serve staggered terms of three (3) years each, with three (3) of the existing members elected in three (3) successive years. The members of the board of directors shall take office at the close of the last board meeting of the fiscal year. The directors shall be elected by the members of the band from its membership. A nominating committee shall nominate at least one (1) eligible person for each office to be filled and report its nominations to the membership at the Annual Meeting of Arkansas Winds, Inc., at which time additional nominations may be made from the floor. Suggestions from the membership to the committee shall be presented in writing to a member of that committee. Only those persons who have signified their consent to serve if elected shall be nominated for or elected to such office.
Section 3 - Vacancies
A vacancy on the board of directors for any reason shall be filled for the unexpired portion of the term by majority of the board of directors at any meeting of the board. No person shall be chosen to fill a vacancy on the board of directors who is at that time ineligible for election as a director.
Section 4 - Compensation
A director shall neither receive nor be lawfully entitled to receive any direct or indirect pecuniary profits from the operation or activities of this corporation, nor shall he receive any compensation for his services as director.
Section 5 - Attendance
If any member of the board of directors shall fail to attend three (3) consecutive regular board meetings without satisfactory cause, the board of directors may, after consultation with such director, consider that position vacant and may proceed to fill such vacancy.
Article IV - Officers
Section 1 - General
The officers of this corporation shall be a president, vice-president, a secretary, a treasurer, and such other officers as the board of directors may from time to time designate.
Section 2 - Election and Term of Office
The officers shall be elected by the board of directors from its membership at the last regular meeting of the board of directors in the fiscal year. The officers shall take office at the close of the meeting at which they are elected and shall serve for a term of one (1) year or until their successors have been elected and have taken office.
Section 3 - President
The president shall be the chief executive officer of this corporation and shall have the general supervision of all its affairs. He shall preside at the meetings of the board of directors. He shall be an ex-officio member of all committees, and shall appoint the chairmen and members of committees as necessary. The president shall perform such other duties as may be assigned to him by action of the board of directors.
Section 4 - Vice-president
The vice-president shall perform the duties of the President in the absence or inability of the president to do so. He shall perform such other duties as the board of directors may time to time determine.
Section 5 - Secretary
The secretary shall be responsible for keeping the minutes and records of the meetings of the board of directors. He shall see that all notices are given as required by law, regulation, or the by-laws of the corporation, and shall have charge of the general correspondence of the corporation. He shall perform such other duties as may be prescribed by the board of directors.
Section 6 - Treasurer
The treasurer shall collect, receive and deposit funds of the corporation as directed by the board of directors. He shall keep correct and complete books and records of the account, and he shall render periodic financial statements to the board of directors and such other reports and accounts of the financial condition of the corporation as may from time to time be requested by the board of directors. He shall perform other duties and have such other powers as the board of directors may determine.
Section 7 - Vacancies
A vacancy occurring in any office shall be filled for the unexpired term by a majority vote of the board of directors in attendance at a meeting of the board.
Article V - Members
Section 1 - Membership
Any individual who subscribes to the purpose and basic policies of the corporation may become a member of the Arkansas Winds, Inc. subject to an audition conducted by the board of directors. Members shall be those persons who play a musical instrument and meet the talent requirement of the board of directors.
Section 2 - Termination of Membership
Any member who is delinquent in the payment of dues may have his membership terminated. In addition, any band member who fails to attend a significant number of band rehearsals, causing a detriment to the proficiency of the entire band as may be determined by the board of directors, may have his membership terminated. The membership of a band member may also be terminated if he fails to maintain a level of musicianship compatible with the remaining members of the band, which shall be determined at the discretion of the board of directors.
Article VI - Committees
Section 1 - Standing Committees
The president shall appoint a chairman and the membership of any necessary committees.
Section 2 - Nominating Committee
The nominating committee shall consist of the board of directors. It shall have the responsibility of nominating the officers of the corporation and nominating the members of the board of directors.
Section 3 - Finance Committee
The finance committee shall consist of the treasurer and as many other persons as the treasurer and president may determine. It shall be in charge of and be responsible for all of the fiscal, financial and budgetary affairs of the corporation.
Article VII - Meetings of the Board of Directors
Section 1 - Time and place
Meetings of the board of directors shall be held at least once a year at a time and place to be set by the board of directors. Special meetings may be called at any time by the president or by any member of the board of directors upon demand of three (3) or more directors.
Section 2 - Notice
Advance notice of all the meetings of the board of directors shall be given to all board members.
Section 3 - Quorum
A quorum in any meeting of the board of directors shall consist of the simple majority of the members of the board.
Section 4 - Voting
Each member of the board of directors shall be entitled to one (1) vote upon any and all occasions. Proxies shall not be accepted at any meeting of the board of directors. The action of a majority of the members attending a regularly constituted meeting of the board of directors shall be binding upon this corporation except that two-thirds (2/3) vote of the entire membership of the board of directors shall be required for approval of budgetary matters, expulsion for cause of a member of the board, acceptance of withdrawal of a member from the board, admission of a new member to the board or amendments to the Articles of Incorporation or By-Laws of the corporation.
Article VIII - Meetings of Members of Arkansas Winds, Inc.
Section 1 - Time and Place
The annual meeting of the members of the Arkansas Winds, Inc. shall be held in November of each year. Other meetings may be called at any time by the president.
Section 2 - Notice
Advance notice of all the meetings of the members of the Arkansas Winds, Inc. shall be given to the membership.
Section 3 - Quorum
A quorum in any meeting of the members of the Arkansas Winds, Inc. shall consist of a simple majority of the members of the corporation.
Section 4 - Voting
Each member of the Arkansas Winds, Inc. shall be entitled to one (1) vote upon any and all occasions. Proxies shall not be accepted in any meeting of the Arkansas Winds, Inc. The action of a majority of the members attending a regularly constituted meeting of the Arkansas Winds, Inc. shall be binding upon this corporation.
Article IX - Dues
Section 1 - Dues
The annual dues for members for each year shall be set annually by the board in November.
Section 2 - Time for Payment
The annual dues shall be payable by all members during the month of November and shall be paid to the treasurer.
Section 3 - Default and Termination of Membership
Any member of the corporation not having paid by February 1 shall be considered in default and membership may be terminated. Dues for any person joining the corporation after February 1 shall be due within thirty (30) days after that person's first regular rehearsal date with the band. Dues shall not be prorated on a calendar basis.
Article X - Finances
Section 1 - Fiscal Year
The fiscal year of this corporation shall be from July 1 to June 30 of each calendar year.
Section 2 - Budget and Funds
The board of directors may adopt an annual budget. The funds received by the corporation shall be placed in depositories approved by the board of directors. All checks drawn by the corporation shall be signed by the treasurer or by the president, unless otherwise specifically authorized by the board of directors. Checks shall be issued for payment of bills owed by the corporation set forth in the budget adopted by the board of directors, if any, or pursuant to special appropriations made by the board of directors.
Article XI - Amendments
Section 1 - Amendments
These By-Laws may be amended at any meeting of the board of directors for the corporation by two-thirds (2/3) vote of the entire membership of the board; provided that notice of the substance of the proposed amendment has been given in writing prior to the meeting.
Article XII - Director
The Director (musical director, conductor) conducts the band and is responsible for artistic matters, including but not limited to, music selection, soloists, rehearsals, and concert presentation. The Director assigns chairs to players, "challenging for chairs" is not allowed. At times, it is necessary for the Director to suggest additional lessons for a player who is too "rusty" to perform properly or who cannot read music adequately. This suggestion is made solely at the discretion of the Director, is made only by the Director, and is made in private.
Article XIII - Dissolution
In the event of dissolution of the band, members or officers are not entitled to any of its assets. Assets will be turned over free to a similar non-profit organization decided on by the board of directors.