Vicksburg Band Boosters, Inc.
Bylaws
Bylaws
BYLAWS OF VICKSBURG BAND BOOSTERS, INC.
(as amended through November 12, 2020)
Article I---Name and Purpose of Organization
Section 1.1---Name
These are the Bylaws of Vicksburg Band Boosters, Inc., created under the
Michigan Nonprofit Corporation Act pursuant to Articles of Incorporation executed
September 7, 2011 and filed with the State of Michigan on September 9, 2011 (as
amended).
Section 1.2---Purpose
Vicksburg Band Boosters, Inc. is organized and operates as a Michigan nonprofit
corporation to provide charitable support for and advance the continuing progress and
development of the public school instrumental band program of the Vicksburg
Community Schools and the public educational benefits of that program. This band
booster organization carries out various functions and activities consistent with this
purpose, including:
Assisting the band directors in the development and continuation of a
superior band program.
Raising funds for band program events and activities.
Coordinating volunteers assisting the band program.
Coordinating band program projects, including fundraisers.
Providing equipment, supplies and logistical support for the band program
and band activities.
Promoting the educational benefits of the band program for the individuals
participating in the program, collectively, and for the community.
Encouraging involvement in supporting the band program by parents,
other students, school district staff, and the community as a whole.
Mentoring band students to instill a high standard of personal integrity and
sportsmanship in all band activities.
Fostering good will and fraternal spirit among band students, and
volunteers assisting the band program.
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Section 1.3---Relationship to Vicksburg Community Schools
Vicksburg Band Boosters, Inc. is a private nonprofit corporation, independent of
the Vicksburg Community Schools. However, to fulfill its purpose the corporation has a
strong functional relationship to the band program of the Vicksburg Community Schools.
As such, the Directors, officers, and volunteers of the corporation are expected to abide
by all policies of the Vicksburg Community Schools applicable to activities of the
corporation.
Article II---Structure of the Organization (Overview)
Section 2.1---Governance
The Vicksburg Band Boosters, Inc. is organized on a “directorship” basis; not on
a stock or membership basis. This means the organization is governed and managed
by a Board of Directors that sets general policies, and officers and
coordinators/committees appointed by the Board to implement and administer those
policies.
Section 2.2---The Role of Members
Although the corporation is not organized on a “membership” basis, the success
of the corporation is significantly dependent on involvement by band parents and other
persons throughout the community who support the purpose of the corporation by
donations and volunteerism. The corporation therefore may have members, as
determined by the Board of Directors; provided that as required by MCL 450.2305(1)
any such members shall not be entitled to vote with respect to the governance of the
corporation.
Article III---Board of Directors
Section 3.1---Number and Composition of Board of Directors
The Board of Directors shall consist of ten voting members; unless set at a
different number not less than three by amendment of these Bylaws. The composition
of the Board of Directors shall be as follows (based on a ten member Board):
A Band Director of the Vicksburg High School and/or Vicksburg Middle
School.
A Band Director of the Vicksburg High School and/or Vicksburg Middle
School.
A Band Director of the Vicksburg High School and/or Vicksburg Middle
School.
The President of the corporation.
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The Vice-President of the corporation.
The Treasurer of the corporation.
The Secretary of the corporation.
The Fundraising Coordinator of the corporation.
The parent of a current student in the Vicksburg band program.
An at-large community representative.
Section 3.2---Appointment of Directors
A. The persons serving as the Vicksburg High School Band Director and/or
Vicksburg Middle School Band Director are automatically appointed to the
Board of Directors (three members of the Board) by virtue of holding their
respective Band Director positions of employment with the Vicksburg
Community Schools. If a person serving as the High School Band
Director and/or the Middle School Band Director is for any reason
unwilling or unable to serve on the Board of Directors, the remaining
members of the Board shall appoint a suitable substitute; provided the
Band Director(s) declining to serve shall have an opportunity to
recommend his or her suggested substitute before the Board makes its
appointment decision.
B. The President, Vice-President, Treasurer, Secretary and Fundraising
Coordinator of the corporation are automatically appointed to the Board of
Directors by virtue of their respective officer appointments.
C. The other two members of the Board of Directors are appointed by the
initial eight members; provided the High School and Middle School Band
Directors shall have an opportunity to recommend suggested nominees to
these two positions before the Board makes its appointment decisions.
Section 3.3---Qualifications of Board of Directors
Each member of the Board of Directors shall have all of the following
qualifications (except as otherwise stated):
Residency in the Vicksburg Community School District; or, in the
alternative, the parent of a student residing in another school district but
attending the Vicksburg Community Schools (the High School Band
Directors and Middle School Band Directors are excused from this
requirement).
A demonstrated commitment to the purpose of the corporation.
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A clear interest in serving on the Board for the betterment of the band
program, rather than for personal recognition.
The ability to fulfill their fiduciary duty to the corporation without any actual
or potential conflict of interest arising from their participation as a director,
officer, or member of any other entity or organization.
Section 3.4---Terms of Board of Directors
The term of each member of the Board serving by automatic appointment (band
directors and officers) shall be indefinite and throughout the duration of their band
director or officer position, subject to any event that creates a vacancy as provided
herein. The term of the remaining members of the Board shall also be indefinite,
subject to any event that creates a vacancy.
Section 3.5---Vacancy on Board of Directors
A. A vacancy on the Board of Directors is created by any of the following
events:
Ceasing to have all the qualifications specified by Section 3.3 of
these Bylaws.
Resignation. A Director may resign by written notice to the
corporation, signed by the resigning Board member. The
resignation is effective upon receipt by the corporation, or such
later time as may be stated in the notice.
Removal. Any Board member may be removed by majority vote of
the remaining members of the Board without cause, or with cause
including the following:
(1) any attempt to inappropriately interfere with the content or
curriculum of the band program as established by the Band
Directors and/or school administrators, as applicable.
(2) dereliction of any duties.
(3) failing to constructively participate in advancing the purpose
of the corporation.
(4) any other conduct deemed detrimental to the corporation or
the band program.
Death or other disability.
B. All vacancies shall be filled by appointment by the remaining members of
the Board.
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Section 3.6---Authority and Duties of Board of Directors
A. The Board of Directors shall have the following duties and authority, which
each individual Director and the Board collectively shall be obligated to
discharge in good faith and with the degree of diligence, care, and skill
that an ordinarily prudent person would exercise under similar
circumstances in a like position:
1. Appoint the officers of the corporation; and determine the functions,
duties, and authorities of such officers. A person serving as a
director may also be appointed as an officer.
2. Establish such coordinators and committees as the Board of
Directors deems necessary or advisable to govern and properly
administer the corporation consistent with its purpose; and
determine the functions, duties, and authorities of all such
coordinators/committees (except where this authority is delegated
in these Bylaws to the President or Fundraising Coordinator).
3. Approve all expenditures of the corporation.
4. Designate the manner in which records of the corporation shall be
kept, and the location of such records.
5. Obtain such policies of liability and/or property insurance as the
Board deems necessary or advisable with respect to the assets and
activities of the corporation.
6. Designate a Managing Director, and determine the functions,
duties, and authorities of such Managing Director; provided that in
the absence of the designation of a Managing Director by the Board
of Directors the President shall serve as the Managing Director and
have the duties and authority prescribed herein for the Managing
Director.
7. Schedule such regular or special meetings of the Board of Directors
as may be determined by the Board to be necessary or advisable to
govern and properly administer the corporation consistent with its
purpose.
8. Adopt amendments of these Bylaws or adopt new bylaws, to
address the governance of the corporation and its activities
consistent with the purposes of the corporation and all applicable
provisions of the Michigan Nonprofit Corporation Act.
9. Retain the services of such professionals as the Board deems
necessary or advisable to facilitate the proper governance and
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administration of the corporation in accordance with applicable laws
(such as accountant, attorney, etc.).
10. Take all such other actions as are authorized by these Bylaws with
respect to the governance of this corporation and the proper
administration of its purpose.
11. Arrange for the timely filing with the State of Michigan of the Annual
Report of the corporation required by Section 911 of the Michigan
Nonprofit Corporation Act (MCL 450.2911).
12. Take all such other actions as are authorized by the Michigan
Nonprofit Corporation Act to facilitate the governance of this
corporation and the proper administration of its purpose.
B. The specified duties of the Board of Directors shall be interpreted to
include all incidental actions reasonably necessary and appropriate to
perform the specified duties, not inconsistent with the specific duties of an
officer as provided in these Bylaws.
Section 3.7---Meetings of Board of Directors
A. Number of Regular/Special Meetings: The Board of Directors shall
schedule and hold at least one regular meeting each calendar quarter,
and such special meetings as are deemed necessary or advisable to
govern and properly administer the corporation consistent with its
purpose. The first regular meeting of each fiscal year (January 1-
December 31) shall be considered the Annual Meeting of the corporation.
B. Special Meetings: Any special meeting of the Board of Directors may be
scheduled by the Board of Directors itself, or may be called by the
Managing Director, or at the call of at least two directors.
C. Notice of Meetings: A scheduled regular meeting may be held with or
without additional notice to the directors. A special meeting shall be held
upon reasonable advance notice sent to each director by mail, telephone,
or e-mail (at a place or address designated by each director).
D. Quorum/Voting: At any regular meeting or special meeting the presence of
a majority of the members of the Board of Directors then in office
constitutes a quorum for the transaction of business. Any otherwise lawful
action of the Board of Directors may be approved by a majority of a
quorum, except where these Bylaws or law requires approval by a
different majority or by unanimous vote. All directors are of one class, and
each director has an equal vote on all matters.
E. Meeting Participation by Remote Communication: One or more members
of the Board may participate in a meeting by telephone conference or
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other means of remote communication by which all persons participating
in the meeting can communicate with each other. Participation in a
meeting in this manner constitutes presence in person at the meeting.
F. Meeting Rules and Procedures: The President or such other Director as
the Board may designate as the Managing Director shall preside over
Board meetings. The Board may designate a recording secretary to
prepare minutes of the Board meetings. Meetings may be conducted with
such formal or informal procedures as the Managing Director or the Board
considers sufficient to assure orderly and efficient conduct of the Board’s
business. The agenda for each meeting may be formal or informal, and
shall be determined by the Managing Director unless the Board directs
otherwise. Voice votes on all matters shall be sufficient, unless the
Managing Director or at least three members of the Board call for a roll
call vote.
Article IV---Officers
Section 4.1---Appointment of Officers
The Board of Directors shall appoint the officers of the corporation, which consist
of the following:
President.
Vice-President.
Treasurer.
Secretary.
Such other officers as may be determined by the Board to be necessary or
advisable to govern and properly administer the corporation consistent
with its purpose.
Section 4.2---Term of Office
An officer shall hold the office for an indefinite term or such specific term as may
be designated by the Board, and until a successor is appointed, or until a vacancy has
been created.
Section 4.3---Holding Multiple Offices
Two or more offices may be held by the same person, except the offices of
President and Vice-President, and Treasurer and Secretary. In addition, an officer shall
not execute, acknowledge, or verify an instrument in more than one capacity if the
instrument is required by law (or the Articles of Incorporation, or the Bylaws) to be
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executed, acknowledged, or verified by two or more officers. As provided in Section
3.2.B, the officers of the corporation shall also serve on the Board of Directors.
Section 4.4---Vacancies in Officer Positions
A. A vacancy in any officer position is created by any of the following events:
Resignation. An officer may resign by written notice to the
corporation, signed by the resigning officer. The resignation is
effective upon receipt by the corporation, or such later time as may
be stated in the notice.
Removal. Any officer may be removed by majority vote of the
members of the Board without cause, or with cause including the
following:
(1) any attempt to inappropriately interfere with the content or
curriculum of the band program as established by the Band
Directors and/or school administrators, as applicable.
(2) dereliction of any duties.
(3) failing to constructively participate in advancing the purpose
of the corporation.
(4) any other conduct deemed detrimental to the corporation or
the band program.
Death or other disability.
B. All vacancies shall be filled by appointment by the Board of Directors.
Section 4.5---Authority and Duties of Officers; Generally
A. Each officer shall discharge the authority and duties of their office as
specified in these Bylaws in good faith and with the degree of diligence,
care, and skill that an ordinarily prudent person would exercise under
similar circumstances in a like position.
B. The specified duties of each office are intended to include all incidental
actions reasonably necessary and appropriate to perform the specified
duties, not inconsistent with the specific duties of another office, or of the
Board of Directors.
C. Each officer shall during his or her term maintain records pertinent to the
duties of the office, and shall at the end of such term relinquish all such
records and any other property of the corporation in their possession to
their successor, or to the Board of Directors.
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Section 4.6---Authority and Duties of President
The President shall have the following duties and authority:
A. Preside over all meetings of the Board of Directors; unless the Board
designates another director as the Managing Director.
B. Prepare a proposed agenda for meetings of the Board of Directors.
C. Preside over all meetings of the Executive Committee.
D. Appoint coordinators and members of all committees established by the
Board of Directors, except where these Bylaws provide otherwise (such as
the power of appointment of the Fundraising Coordinator which is held by
the Board of Directors pursuant to Section 4.1).
E. Monitor the activities of all other officers, and all coordinators and
committees, and report on same to the Board of Directors at each regular
meeting or as otherwise requested by the Board.
F. Assure the Executive Committee is properly performing its duties, and
report on same to the Board of Directors at each regular meeting or as
otherwise requested by the Board.
G. Review and approve/disapprove disbursements for expenditures arising
between meetings of the Board of Directors (and not otherwise preapproved
by the Board) for disbursement by the Treasurer; provided the
amount of any such single expenditure shall not exceed $50.00, or
$100.00 in the aggregate, and shall be subject to ratification by the Board
of Directors at its next meeting. These expenditure limits are increased to
$100.00 and $250.00, respectively if any such expenditure is also
approved by the Executive Committee, but any such disbursement shall
remain subject to ratification by the Board of Directors at its next meeting.
H. Coordinate requests for assistance from the band directors, financial or
otherwise, for presentation to the Board of Directors.
I. Assume the responsibilities of any position in which there is an unfilled
vacancy, except as otherwise specified in these Bylaws.
J. Attend any applicable meeting of the Board of Education of the Vicksburg
Community Schools to represent the interests of the corporation, or
appoint another officer to do so.
K. Perform such additional tasks as may be assigned by the Board of
Directors, not inconsistent with the specified duties of another officer.
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L. Immediately report to the Board of Directors any potential irregularity
relating to the financial management of the corporation; and promptly
notify the Board of Directors of any other circumstance or issue relevant to
the corporation that a reasonable person would believe to be detrimental
to the corporation.
Section 4.7---Authority and Duties of Vice-President
The Vice-President shall have the following duties and authority:
A. Perform the duties of the President in the absence of the President, or in
the event of an unfilled vacancy in that office.
B. Cooperate with the Fundraising Coordinator to co-organize and coadminister
the Friends of the Band (or alternate) annual fundraising
campaign, including all of the following:
1. Recommend tiered donor contribution/recognition levels for
approval by the Board of Directors.
2. Prepare the solicitation letter for approval by the Board of Directors,
and distribution.
3. Prepare and distribute appreciation/thank you letters to all known
donors, as approved by the Board of Directors.
4. Assure any contribution benefits are received by donors, as
applicable.
C. Exercise oversight responsibility for the Merchandise Coordinator.
D. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not inconsistent with the
specified duties of another officer.
E. Coordinate with the Treasurer and Secretary to prepare and present to the
Board of Directors at its annual meeting the report required by Section 901
of the Michigan Nonprofit Corporation Act (MCL 450.2901), which shall
include the corporation’s fiscal year-end statement of assets and liabilities,
and the principal change in assets and liabilities during the fiscal year
preceding the date of the report, and any other information required by the
Act.
F. Immediately report to the President and Board of Directors any potential
irregularity relating to the financial management of the corporation; and
promptly notify the President and Board of Directors of any other
circumstance or issue relevant to the corporation that a reasonable person
would believe to be detrimental to the corporation.
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Section 4.8---Authority and Duties of Treasurer
The Treasurer shall have the following duties and authority:
A. Receive and properly account for all donations and other income of the
corporation, and promptly deposit all such funds at such bank as the
Board of Directors has designated.
B. Disburse funds of the corporation upon authorization by the Board of
Directors, or as otherwise authorized in these Bylaws; and co-sign all
corporation checks with the Secretary or other authorized officer of the
corporation.
C. Keep complete and accurate records of all income of the corporation and
all disbursements, using QuickBooks online or such other accounting
system as the Board may designate.
D. Timely reconcile the balance in the corporation checking account and any
other corporation bank account with monthly bank statements, and
provide a copy of such monthly reconciliation to the Secretary.
E. Timely prepare and file with the President, Vice-President, and the Board
of Directors accurate written monthly financial reports summarizing all
income and disbursements for the calendar month most recently
completed.
F. Secure and maintain the corporation checkbook, and all corporation bank
account records.
G. Close-out the corporation’s financial books at the end of each fiscal/tax
year, and coordinate with the Vice-President and Secretary to prepare the
fiscal year-end financial report required by Section 4.7E. of these Bylaws.
H. Coordinate with such accounting and legal professionals as the Board of
Directors may designate to assure the timely preparation and filing of all
tax returns and other financial filings as may be applicable to the
corporation.
I. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not inconsistent with the
specified duties of another officer.
J. Immediately report to the President and Board of Directors any potential
irregularity relating to the financial management of the corporation; and
promptly notify the President and Board of Directors of any other
circumstance or issue relevant to the corporation that a reasonable person
would believe to be detrimental to the corporation.
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Section 4.9---Authority and Duties of Secretary
The Secretary shall have the following duties and authority:
A. Prepare minutes of all meetings of the Board of Directors, accurately
stating the members present and absent, all motions, and such other
content as the Board may request; unless the Board of Directors
designates a recording secretary for the purpose of preparing such
minutes.
B. Serve as the Secretary of the Executive Committee, and perform the
duties attendant thereto.
C. Securely maintain all records of the corporation not otherwise assigned by
these Bylaws to another officer or other person.
D. Timely distribute all correspondence and other communications received
on behalf of the corporation to the proper officer or other person; and
timely inform the Executive Committee and Board of Directors of all
communications relevant to same.
E. Administer all requests for disbursements of corporate funds, and assure
all such requests have sufficient supporting documentation, such as
invoices.
F. Coordinate with the Vice-President and Treasurer to prepare the fiscal
year-end financial report required by Section 4.7E. of these Bylaws.
G. Assist the corporation’s accounting and legal professionals with
preparation of all documents associated with obtaining and maintaining
tax exempt status with the United States Internal Revenue Service.
H. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not inconsistent with the
specified duties of another officer.
I. Immediately report to the President and Board of Directors any potential
irregularity relating to the financial management of the corporation; and
promptly notify the President and Board of Directors of any other
circumstance or issue relevant to the corporation that a reasonable person
would believe to be detrimental to the corporation.
Section 4.10---Authority and Duties of Fundraising Coordinator
The Fundraising Coordinator shall have the following duties and authority:
A. Organize and oversee all fundraising activities approved by the Board of
Directors (except merchandise sales); and cooperate with the Vice13
President to co-organize and co-administer the Friends of the Band (or
alternate) annual fundraising campaign.
B. Determine the need for specific fundraising committees, appoint the
members and chairperson of any such committees, and oversee all such
committees.
C. Coordinate the scheduling and logistics of all fundraising events involving
school facilities or band students with appropriate administrators of the
Vicksburg Community Schools and with the band director(s), including
such events as Bandathon, 50/50 raffles at sporting or other events,
concessions at sporting or other events, etc.
D. Coordinate with the Treasurer and/or other persons approved by the
Executive Committee to collect and account for all funds received by
fundraisers, remit such funds to the Treasurer for timely deposit in the
appropriate corporation bank account, and verify to the Secretary in
writing the amount of each such remittance to the Treasurer.
E. Prepare written reports to the Executive Committee and the Board of
Directors detailing for each separate fundraising activity all income
received and all expenses disbursed or yet to be disbursed.
F. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not inconsistent with the
specified duties of another officer.
G. Immediately report to the President and Board of Directors any potential
irregularity relating to the financial management of the corporation; and
promptly notify the President and Board of Directors of any other
circumstance or issue relevant to the corporation that a reasonable person
would believe to be detrimental to the corporation.
Article V---Standing Committees and Coordinators
Section 5.1---Executive Committee
A. The Executive Committee is a permanent committee, consisting of the four
principal officers of the corporation (President, Vice-President, Treasurer,
Secretary), who also serve as members of the Board of Directors. The
Executive Committee shall have the primary responsibility to implement the
policies and actions of the Board where these Bylaws do not otherwise give
such authority to an individual officer. Decisions of the Executive Committee
may be made at meetings where a quorum of at least three members is
present, or by alternative means of obtaining such decisions, including polling
the members of the Executive Committee by telephone, e-mail, text message,
etc. The President shall be responsible to initiate all such meetings or
alternative means of decision-making.
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B. As provided herein the Treasurer shall co-sign all corporation checks with the
Secretary or other authorized officer of the Executive Committee (see Section
4.8 B and Appendix A-1 subsection 5); provided that no two members of the
Executive Committee residing in the same household shall co-sign
corporation checks.
Section 5.2---Coordinators
The following are established as permanent Coordinator positions with the
designated responsibilities:
A. Fundraising Coordinator. See Section 4.10 of these Bylaws.
B. Transportation/Equipment Coordinator. See Appendix B of these Bylaws.
C. Uniform Coordinator. See Appendix C of these Bylaws.
D. Volunteer Coordinator. See Appendix D of these Bylaws.
E. Information Coordinator. See Appendix E of these Bylaws.
F. Middle School Coordinator. See Appendix F of these Bylaws.
G. Merchandise Coordinator. See Appendix G of these Bylaws.
Section 5.3---Other Coordinators/Committees
The Board of Directors or the President may establish such other committees
and designate such other coordinators as are deemed appropriate to efficiently advance
the purpose of the corporation; provided the responsibility of any such
committee/coordinator shall not conflict with either the authority of the Board of
Directors, any officer, the Executive Committee, or a Coordinator established by Section
5.2.
Section 5.4---Coordinator/Committee Appointments and Vacancies
A. All coordinators are appointed by the Board of Directors for such term as
may be specified, if any, and serve at the pleasure of the Board.
B. All committee chairperson assignments are made by appointment of the
President, and serve at the pleasure of the President (except the
chairpersons of any fundraising committees established by the
Fundraising Coordinator). Committee chairpersons may appoint other
persons to serve on the committee, and all such persons serve at the
pleasure of the committee chairperson. Directors and officers are eligible
to serve on committees.
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C. Vacancies in any coordinator or committee position shall be filled in the
manner as provided for the initial appointment.
Section 5.5---Committee Meetings and Procedures
The procedures relating to the meetings and activities of all committees shall be
determined by each such committee as considered necessary and appropriate. Any
dispute relating to such matters shall initially be submitted to the Executive Committee
for resolution; and if not so resolved shall be resolved by the Board of Directors.
Section 5.6---Reporting to Executive Committee and Board of Directors
All coordinators and committee chairpersons shall periodically advise the
Executive Committee of their activities, and any problems requiring attention. All
coordinators and committee chairpersons are expected to attend the quarterly meetings
of the Board of Directors.
Article VI---Compensation of Directors, Officers, Other Volunteers; Expenses
Section 6.1---No Compensation
A. No person serving as a director or officer shall receive a salary, hourly
wage, per diem, or other compensation for their services as a director or
officer. All such directors and officers shall therefore serve and qualify as
volunteer directors/volunteer officers pursuant to all relevant provisions of
the Michigan Nonprofit Corporation Act.
B. Similarly, no person serving as a Coordinator, committee member, or
other volunteer shall be granted or otherwise receive any compensation
for such services.
Section 6.2---Expense Reimbursement
A. The Board of Directors is authorized to approve the reimbursement of a
Director, officer, Coordinator/committee member, or other volunteer for
necessary and reasonable expenses incurred on behalf of the corporation;
provided that no such expense shall be approved for reimbursement after
the expense has been incurred, unless unanimously approved by the
Board of Directors for retroactive reimbursement. No expense shall be
approved for reimbursement without satisfactory written documentation.
B. Expenses subject to reimbursement approval may include, but are not
limited to, reimbursement for travel expenses incurred by volunteers using
personal vehicles to pull trailers with band equipment and instruments to
official functions and activities of the band programs of the Vicksburg
Community Schools in which the corporation is involved; provided that
such travel reimbursement shall be limited to the actual cost of fuel for the
miles traveled or the official rate of reimbursement recognized by the
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Internal Revenue Service of the United States Department of Treasury for
charitable organizations. The method and manner of approving such
travel reimbursement, and other reimbursable expenses, shall be
determined by the Board of Directors.
C. The Board of Directors may pre-approve specific types and/or amounts of
expenses eligible for reimbursement during a prescribed period of time or
for specified events or activities, and delegate the administration of such
pre-approved reimbursement to one or more officers.
Article VII---Financial Management; Fiscal Year
Section 7.1---Fiscal Year
The corporation shall operate on a January 1 through December 31 fiscal year,
which shall also be the tax year of the corporation.
Section 7.2---Annual Budget
A. Prior to each annual meeting the Executive Committee, after conferring
with the High School Band Directors and Middle School Band Directors
with respect to potential needs, shall prepare and recommend to the
Board of Directors a proposed budget for the ensuing fiscal year.
B. At each annual meeting the Board of Directors shall adopt an annual
budget of the corporation for the ensuing fiscal year. This adopted budget
shall establish the authorized fiscal policy of the corporation for the
ensuing fiscal year; subject to such budget amendments as the Board of
Directors may approve during the fiscal year. The approved budget does
not itself constitute authorization for any specific expenditure, each of
which must be approved by the Board of Directors or as otherwise
provided in these Bylaws.
Section 7.3---Financial Procedures
A. The corporation shall follow customary and accepted accounting and
financial management procedures; subject to such specific procedures as
may be stated in the Bylaws or otherwise approved by the Board of
Directors.
B. See Appendix A-1 and A-2 of these Bylaws for summaries of certain
financial management procedures.
Section 7.4---Depositories of Corporate Funds; Authorized Signers of Corporate
Checks
A. The Treasurer shall deposit all funds of the corporation in a checking
account or savings account insured by the Federal Deposit Insurance
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Corporation and approved by the Board of Directors at a bank or other
financial institution designated by the Board of Directors. If the Board has
approved a checking account and savings account the Treasurer may
transfer funds from one account to the other as the Treasurer considers to
be prudent and in the best interests of the corporation.
B. Each check for payment of an approved disbursement shall be co-signed
by the Treasurer, and any one of the following other officers of the
corporation: Secretary, President, Vice-President.
Section 7.5---Use of Corporate Funds
A. No funds of the corporation from any source shall be disbursed for an
expenditure that is not consistent with the purpose of the corporation and
otherwise lawful.
B. The corporation shall not make a grant to the school band program to
compensate any person for instructional staff assistance to the school band
program whom is also serving as a director or officer of the corporation.
Pursuant to this grant restriction, a director or officer of the corporation who
provides instructional staff assistance to the school band program, and is
compensated for such services by the school from funds other than grant
funds from the corporation, shall not be considered to have received any
compensation from the corporation for their services to the corporation as
provided by Section 6.1 of these Bylaws, and shall also not be considered to
have any conflict of interest as specified in Article X of these Bylaws arising
from their instructional staff services to the school band program.
Section 7.6---501(c)3 IRS status
The corporation is exempt from certain taxes under Section 501(c)3 or other
section of the United States Internal Revenue Code, as a “public charity” pursuant to an
IRS charitable status determination letter dated September 17, 2012, with an effective
date of September 9, 2011. All directors, officers, and other volunteers of the
corporation shall perform their respective responsibilities so as to not jeopardize that tax
exempt status.
Article VIII---Records
Section 8.1---Depository of Permanent and Legal Records
The law office of the Incorporator of the corporation, Craig A. Rolfe, is designated
as the official depository of all permanent/legal original records of the corporation, until
such time as the Incorporator requests otherwise or the Board of Directors designates
another depository for such records. All such records or copies of same shall be readily
available to the Board of Directors and the Executive Committee upon request.
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Section 8.2---Custodian of General Records; Custodian of Financial Records
A. The Secretary is the custodian of all general records of the corporation,
including copies of original records retained by the Incorporator. Such
general records shall include such documents as: minutes of Board of
Director meetings, any minutes of Executive Committee meetings, all
financial reports, audit records and reports (internal and external), and
forms or other filings with any governmental agency; and shall provide a
copy of such records to other members of the Board of Directors upon
request.
B. The Treasurer is the custodian of all financial records of the corporation,
including bank account statements, all other banking records, and income
and disbursement records; and shall periodically provide a copy of all such
records to the Secretary, and also to other members of the Board of
Directors upon request.
Article IX---Liability of Directors, Officers, and Volunteers; Indemnification
Section 9.1---Limitation on Liability of Directors, Officers, and Volunteers
A. As provided by Article IV of the Articles of Incorporation, and now restated
herein, the corporation assumes the liability for all acts or omissions of a
volunteer director, volunteer officer, or other non-director volunteer (as
each of those terms is defined in the Michigan Nonprofit Corporation Act
or as otherwise provided in these Bylaws) occurring on or after the
effective date of the Articles of Incorporation, if all of the following are met:
1. The volunteer was acting or reasonably believed he or she was
acting within the scope of his or her authority.
2. The volunteer was acting in good faith.
3. The volunteer’s conduct did not amount to gross negligence or
willful and wanton misconduct.
4. The volunteer’s conduct was not an intentional tort.
5. The volunteer’s conduct was not a tort arising out of the ownership,
maintenance, or use of a motor vehicle for which tort liability may
be imposed as provided by Section 3135 of the Insurance Code of
1956, Act number 218 of the Public Acts of 1956, as amended,
being section 500.3135 of the Michigan Compiled Laws.
B. The preceding provision is not intended to and shall not be interpreted to
eliminate or limit the liability of a volunteer director, volunteer officer, or
other non-director volunteer, for any of the following:
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1. A breach of the director’s or officer’s duty of loyalty to the
Corporation.
2. Acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law.
3. A violation of Section 551(1) of the Michigan Nonprofit Corporation
Act (MCL 450.2551).
4. A transaction from which the director or officer derived an improper
personal benefit.
5. An act or omission occurring before the effective date of the Articles
of Incorporation.
6. An act or omission that is grossly negligent.
C. The liability limitation provided by Section 9.1A is authorized under
Section 209(e) of the Michigan Nonprofit Corporation Act [MCL
450.2209(e)]. A claim for monetary damages for acts or omissions of a
volunteer director, volunteer officer, or other non-director volunteer of the
Corporation pursuant to the liability limitation specified above shall
therefore be brought and maintained against the Corporation, and shall
not be brought or maintained against the volunteer director, volunteer
officer, or other non-director volunteer, as provided by Section 556 of the
Act (MCL 450.2556).
Section 9.2---Indemnification of Directors, Officers, and Volunteers
A. The Board of Directors shall have the power but no legal obligation to
indemnify a person who is made a party or threatened to be made a party
to any threatened or pending action or other proceeding brought by a
person or entity other than the corporation itself, by reason of the fact that
the person is or was a director, officer, or other volunteer or agent of the
corporation. The Board of Directors shall have the power but no legal
obligation to approve such indemnification to the extent and as otherwise
provided by Sections 561-569 of the Michigan Nonprofit Corporation Act
(MCL 450.2561-450.2569), if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the
best interests of the corporation (and with respect to any criminal action if
the person had no reasonable cause to believe that conduct was
unlawful).
B. The preceding indemnification provisions are not intended to apply to any
act or omission that constitutes anything enumerated at subsections 1-6 of
section 9.1B of these Bylaws.
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Article X---Conflict of Interest
Section 10.1---Policy
The “no compensation” provision in these Bylaws expressly prohibiting
compensation for services as a director, officer, coordinator, committee member, or
other volunteer of this corporation (Article VI) significantly minimizes opportunities for a
financial conflict between the personal interest of any such person and the best interest
of the corporation. However, individuals serving in such volunteer positions may
potentially have a business transaction with the corporation that results in remuneration
to that business. When the corporation is contemplating entering into a transaction that
may benefit the private interest of a person serving the corporation with governing
powers, the policy set forth in this Article is intended to protect the corporation’s interest
by requiring disclosure of the potential conflict, and by establishing procedures for
deciding whether to enter into the transaction despite the potential conflict.
Section 10.2---Definitions
A. For purposes of this Article an “interested person” is a member of the
Board of Directors, and any officer, coordinator, committee member, or
other volunteer of the corporation exercising Board delegated powers, and
who has a direct or indirect “financial interest” as defined below.
B. For purposes of this Article an “interested person” has a “financial interest”
if the person has, directly or indirectly, through business, investment, or
family, any of the following:
1. An ownership or investment interest in any entity with which the
corporation has a transaction or arrangement.
2. A compensation arrangement with the corporation or with any entity
or individual with which the corporation has a transaction or
arrangement.
3. A potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the
corporation is negotiating a transaction or arrangement.
C. For purposes of this Article “compensation” includes direct and indirect
remuneration as well as gifts or favors that are not insubstantial.
Note: a “financial interest” does not necessarily create a conflict of interest.
Under Section 10.3 a person who has a financial interest may have a conflict of interest
only if the appropriate governing board or committee decides that a conflict of interest
exists.
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Section 10.3---Procedures
A. Duty to Disclose. In connection with any actual or possible conflict of
interest, an interested person must disclose the existence of the financial
interest and be given the opportunity to disclose all material facts to the
Board of Directors and/or any Committee with governing board delegated
powers considering the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exists. After disclosure of the
financial interest and material facts, and after any discussion with the
interested person, the interested person shall leave the meeting while the
determination of a conflict of interest is discussed and voted upon. The
remaining board/committee members shall decide if a conflict of interest
exists.
C. Procedures for Addressing a Conflict of Interest. Where the Board or
Committee has determined a conflict of interest does exist, the following
procedures shall apply:
1. An interested person may make a presentation at the Board or
Committee meeting, but after the presentation the interested
person shall leave the meeting during the discussion of, and the
vote on, the transaction or arrangement involving the conflict of
interest.
2. The chairperson of the Board or Committee shall, if appropriate,
appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board or Committee shall
determine whether the corporation can obtain with reasonable
efforts a more advantageous transaction or arrangement from a
person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not
reasonably possible under circumstances not producing a conflict
of interest, the Board or Committee shall determine by a majority
vote of its disinterested members whether the transaction or
arrangement is in the corporation’s best interest, for its own benefit,
and whether it is fair and reasonable. In conformity with the above
determination the Board or Committee shall decide whether to
enter into the transaction or arrangement.
D. Violations of the Conflicts of Interest Policy. If the Board or Committee
has reasonable cause to believe a person subject to this Article has failed
to disclose an actual or possible conflict of interest, it shall inform the
person of the basis for such belief and afford him/her an opportunity to
explain the alleged failure to disclose. If, after hearing the person’s
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response and after making further investigation as warranted by the
circumstances, the Board or Committee determines the person has failed
to disclose an actual or possible conflict of interest, it shall take
appropriate disciplinary and corrective action.
Section 10.4---Records of Proceedings
A. The minutes of the meetings of the Board of Directors and all committees
with board delegated powers shall include the following:
1. The names of the person(s) who disclosed or otherwise were found
to have a financial interest in connection with an actual or possible
conflict of interest; the nature of the financial interest; any action
taken to determine whether a conflict of interest was present; and
the Board or Committee’s decision as to whether a conflict of
interest in fact existed.
2. The names of the persons who were present for discussions and
votes relating to the transaction or arrangement; the content of the
discussions, including any alternatives to the proposed transaction
or arrangement; and a record of any votes taken in connection with
the proceedings.
Section 10.5---Acknowledging Conflict of Interest Policy
Each person subject to the provisions of this Article, by accepting appointment to
their position thereby acknowledges and affirms such person is aware of the conflict of
interest policy, has read and understands the policy, agrees to comply with the policy,
and understands the corporation is a charitable organization and to maintain a federal
tax exempt status it must engage primarily in activities which accomplish one or more of
its tax-exempt purposes.
Section 10.6---Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable
purposes and does not engage in activities that could jeopardize its tax-exempt status,
the Board of Directors shall periodically review the conflict of interest policy and related
transactions and arrangements.
Article XI---Effective Date; Amendment of Bylaws
Section 11.1---Effective Date
The Bylaws shall be effective upon approval by a majority of the total
membership of the Board of Directors at the time of such approval, by roll call vote.
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Section 11.2---Amendment Procedure
The Bylaws may be amended in part, or completely replaced by new Bylaws,
with approval of a majority of the total membership of the Board of Directors at such
time, by roll call vote.
Section 11.3---Prohibited Amendments
No amendments or replacement Bylaws shall be contrary to any provision of law,
contrary to the purpose of the corporation, or contrary to any provision of the Articles of
Incorporation.
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Appendix A-1
Summary of Income and Disbursement Management Procedures
1. Treasurer collects and accounts for all donations and other income of the
corporation---as received.
2. Treasurer deposits all corporate funds in corporation bank account---promptly
upon receipt.
3. Treasurer submits bills to Board of Directors (or President, where applicable) for
payment authorization---monthly or as otherwise required.
4. Treasurer prepares check for approved disbursement with invoice/voucher or
other supporting documentation---monthly or as otherwise required.
5. Treasurer and one other authorized officer (Secretary, President, Vice-
President) co-sign check for payment of approved expenditure---monthly or as
otherwise required.
6. Treasurer mails or otherwise delivers authorized disbursements---promptly.
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Appendix A-2
Summary of Financial Reconciliation and Review Procedures
1. Treasurer reconciles bank balance with bank statement---monthly.
2. Treasurer provides copy of monthly reconciliation of bank account/statement
balance to Secretary---monthly.
3. Treasurer prepares accurate written monthly financial report summarizing all
income and disbursements for the calendar month most recently completed---
monthly.
4. Treasurer coordinates with Vice-President and Secretary to prepare the fiscal
year-end financial report required by Section 4.7E. of these Bylaws---annually.
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Appendix B
Transportation/Equipment Coordinator Responsibilities
The person holding this position is responsible to:
1. Coordinate the availability of trailers and other equipment associated with band
trips and other transportation-dependent activities in which the corporation is
involved, whether such equipment is owned/leased by the corporation or
borrowed.
2. Assure all such trailers/equipment are properly maintained/repaired and safe for
use.
3. Obtain and schedule drivers to pull trailers associated with band trips, etc. in
which the corporation is involved.
4. Obtain and coordinate such additional volunteers as may be needed in
connection with the trailers and other equipment, including preparation of same
before events and the cleaning of same after events.
5. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not incompatible with the
specified duties of any officer or the responsibilities of any other coordinator.
6. Promptly notify the President of any circumstance or issue affecting the proper
performance of any of the other responsibilities of this position.
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Appendix C
Uniform Coordinator Responsibilities
The person holding this position is responsible to:
1. Assist the band directors with the various activities needed to avoid diverting the
Vicksburg Community Schools band budget to pay for services that can
otherwise be provided by the corporation with respect to marching band
(including rain gear) and concert season uniforms for all students in the band
program, including the following:
prepare an accurate inventory of all uniforms;
supervise issuance of the appropriate uniform to each student;
keep accurate records of all issued uniforms;
arrange for any necessary alterations and repairs of uniforms;
assure the proper care of all uniforms during the school year, including
drying wet uniforms/rain gear sufficiently to avoid mold;
arrange for cleaning uniforms/rain gear as necessary;
verify the return of all issued uniforms at the end of each marching and
concert season; and
at the end of each school year evaluate all uniforms for needed cleaning,
repairs, and potential replacement.
2. Recruit and coordinate other volunteers to assist with the responsibilities of this
position.
3. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not incompatible with the
specified duties of any officer or the responsibilities of any other coordinator.
4. Promptly notify the President of any circumstance or issue affecting the proper
performance of any of the other responsibilities of this position.
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Appendix D
Volunteer Coordinator Responsibilities
The person holding this position is responsible to:
1. Recruit, coordinate, train, and supervise the appropriate volunteers for all band
program events for which volunteers are needed and the corporation is involved,
including such events as:
marching band invitationals/other competitions;
parades;
other performances; and
concessions.
2. Assist the band directors with the various other activities needed to avoid
diverting the Vicksburg Community Schools band budget to pay for personnel or
services that can otherwise be provided by the corporation through its volunteers.
3. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not incompatible with the
specified duties of any officer or the responsibilities of any other coordinator.
4. Promptly notify the President of any circumstance or issue affecting the proper
performance of any of the other responsibilities of this position.
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Appendix E
Information Coordinator Responsibilities
The person holding this position is responsible to:
1. Coordinate with the band directors to publicize upcoming events and activities
involving the band program and recent accomplishments of the program.
2. Prepare press releases relating to the corporation or the band program for review
and release approval by the Board of Directors or the Executive Committee.
3. Coordinate with parents of band students and other volunteers to assemble and
archive visual/audio records of band program events and activities.
4. Oversee the creation and maintenance of the corporation’s website, which shall
be devoted to making information about the corporation and the activities of the
band program electronically available to students, parents, and the general
public.
5. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not incompatible with the
specified duties of any officer or the responsibilities of any other coordinator.
6. Promptly notify the President of any circumstance or issue affecting the proper
performance of any of the other responsibilities of this position.
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Appendix F
Middle School Coordinator Responsibilities
The person holding this position shall be a parent of a current student in the Middle
School band program, and is responsible to:
1. Inform and advise the Executive Committee and the Board of Directors on
matters concerning the Middle School band program that involve the corporation,
including performances, volunteer activities, and potential fundraising needs.
2. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not incompatible with the
specified duties of any officer or the responsibilities of any other coordinator.
3. Promptly notify the President of any circumstance or issue affecting the proper
performance of any of the other responsibilities of this position.
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Appendix G
Merchandise Coordinator Responsibilities
The person holding this position is responsible to:
1. Propose for Board of Directors approval purchases of band-themed and/or other
merchandise for sale to the public at home football games, VHS/VMS band
concerts, and such other events/venues as the Board or the Merchandise
Coordinator considers advantageous to the corporation.
2. Purchase merchandise as approved by the Board of Directors (or pursuant to
such purchase authority as may have been delegated to the Merchandise
Coordinator by the Board of Directors), and coordinate with the Treasurer for
payment of merchandise vendors.
3. Determine the events/venues for merchandise sales, and supervise the sale of
merchandise at all such events/venues (or delegate this responsibility to a
specified assistant).
4. Set the initial pricing for all merchandise; and determine the timing and amount of
any mark-downs from the initial pricing.
5. Manage all merchandise inventory, and assure that such inventory is secure from
loss, damage, and unauthorized access.
6. Timely remit all merchandise sales proceeds to the Treasurer, and verify to the
Secretary in writing the amount of each such remittance to the Treasurer.
7. Periodically account/report to the Vice-President, and to the Board of Directors
as requested, for all merchandise sales programs, including the profitability of
same, retained inventory, etc.
8. With the approval of the Vice-President, periodically dispose of merchandise
deemed to be unsellable. Apparel and other merchandise deemed unsellable,
but which is usable, shall be donated to another public charity, such as Goodwill
Industries, Salvation Army, or to a public assistance agency such as South
County Community Services.
(as amended through November 12, 2020)
Article I---Name and Purpose of Organization
Section 1.1---Name
These are the Bylaws of Vicksburg Band Boosters, Inc., created under the
Michigan Nonprofit Corporation Act pursuant to Articles of Incorporation executed
September 7, 2011 and filed with the State of Michigan on September 9, 2011 (as
amended).
Section 1.2---Purpose
Vicksburg Band Boosters, Inc. is organized and operates as a Michigan nonprofit
corporation to provide charitable support for and advance the continuing progress and
development of the public school instrumental band program of the Vicksburg
Community Schools and the public educational benefits of that program. This band
booster organization carries out various functions and activities consistent with this
purpose, including:
Assisting the band directors in the development and continuation of a
superior band program.
Raising funds for band program events and activities.
Coordinating volunteers assisting the band program.
Coordinating band program projects, including fundraisers.
Providing equipment, supplies and logistical support for the band program
and band activities.
Promoting the educational benefits of the band program for the individuals
participating in the program, collectively, and for the community.
Encouraging involvement in supporting the band program by parents,
other students, school district staff, and the community as a whole.
Mentoring band students to instill a high standard of personal integrity and
sportsmanship in all band activities.
Fostering good will and fraternal spirit among band students, and
volunteers assisting the band program.
2
Section 1.3---Relationship to Vicksburg Community Schools
Vicksburg Band Boosters, Inc. is a private nonprofit corporation, independent of
the Vicksburg Community Schools. However, to fulfill its purpose the corporation has a
strong functional relationship to the band program of the Vicksburg Community Schools.
As such, the Directors, officers, and volunteers of the corporation are expected to abide
by all policies of the Vicksburg Community Schools applicable to activities of the
corporation.
Article II---Structure of the Organization (Overview)
Section 2.1---Governance
The Vicksburg Band Boosters, Inc. is organized on a “directorship” basis; not on
a stock or membership basis. This means the organization is governed and managed
by a Board of Directors that sets general policies, and officers and
coordinators/committees appointed by the Board to implement and administer those
policies.
Section 2.2---The Role of Members
Although the corporation is not organized on a “membership” basis, the success
of the corporation is significantly dependent on involvement by band parents and other
persons throughout the community who support the purpose of the corporation by
donations and volunteerism. The corporation therefore may have members, as
determined by the Board of Directors; provided that as required by MCL 450.2305(1)
any such members shall not be entitled to vote with respect to the governance of the
corporation.
Article III---Board of Directors
Section 3.1---Number and Composition of Board of Directors
The Board of Directors shall consist of ten voting members; unless set at a
different number not less than three by amendment of these Bylaws. The composition
of the Board of Directors shall be as follows (based on a ten member Board):
A Band Director of the Vicksburg High School and/or Vicksburg Middle
School.
A Band Director of the Vicksburg High School and/or Vicksburg Middle
School.
A Band Director of the Vicksburg High School and/or Vicksburg Middle
School.
The President of the corporation.
3
The Vice-President of the corporation.
The Treasurer of the corporation.
The Secretary of the corporation.
The Fundraising Coordinator of the corporation.
The parent of a current student in the Vicksburg band program.
An at-large community representative.
Section 3.2---Appointment of Directors
A. The persons serving as the Vicksburg High School Band Director and/or
Vicksburg Middle School Band Director are automatically appointed to the
Board of Directors (three members of the Board) by virtue of holding their
respective Band Director positions of employment with the Vicksburg
Community Schools. If a person serving as the High School Band
Director and/or the Middle School Band Director is for any reason
unwilling or unable to serve on the Board of Directors, the remaining
members of the Board shall appoint a suitable substitute; provided the
Band Director(s) declining to serve shall have an opportunity to
recommend his or her suggested substitute before the Board makes its
appointment decision.
B. The President, Vice-President, Treasurer, Secretary and Fundraising
Coordinator of the corporation are automatically appointed to the Board of
Directors by virtue of their respective officer appointments.
C. The other two members of the Board of Directors are appointed by the
initial eight members; provided the High School and Middle School Band
Directors shall have an opportunity to recommend suggested nominees to
these two positions before the Board makes its appointment decisions.
Section 3.3---Qualifications of Board of Directors
Each member of the Board of Directors shall have all of the following
qualifications (except as otherwise stated):
Residency in the Vicksburg Community School District; or, in the
alternative, the parent of a student residing in another school district but
attending the Vicksburg Community Schools (the High School Band
Directors and Middle School Band Directors are excused from this
requirement).
A demonstrated commitment to the purpose of the corporation.
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A clear interest in serving on the Board for the betterment of the band
program, rather than for personal recognition.
The ability to fulfill their fiduciary duty to the corporation without any actual
or potential conflict of interest arising from their participation as a director,
officer, or member of any other entity or organization.
Section 3.4---Terms of Board of Directors
The term of each member of the Board serving by automatic appointment (band
directors and officers) shall be indefinite and throughout the duration of their band
director or officer position, subject to any event that creates a vacancy as provided
herein. The term of the remaining members of the Board shall also be indefinite,
subject to any event that creates a vacancy.
Section 3.5---Vacancy on Board of Directors
A. A vacancy on the Board of Directors is created by any of the following
events:
Ceasing to have all the qualifications specified by Section 3.3 of
these Bylaws.
Resignation. A Director may resign by written notice to the
corporation, signed by the resigning Board member. The
resignation is effective upon receipt by the corporation, or such
later time as may be stated in the notice.
Removal. Any Board member may be removed by majority vote of
the remaining members of the Board without cause, or with cause
including the following:
(1) any attempt to inappropriately interfere with the content or
curriculum of the band program as established by the Band
Directors and/or school administrators, as applicable.
(2) dereliction of any duties.
(3) failing to constructively participate in advancing the purpose
of the corporation.
(4) any other conduct deemed detrimental to the corporation or
the band program.
Death or other disability.
B. All vacancies shall be filled by appointment by the remaining members of
the Board.
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Section 3.6---Authority and Duties of Board of Directors
A. The Board of Directors shall have the following duties and authority, which
each individual Director and the Board collectively shall be obligated to
discharge in good faith and with the degree of diligence, care, and skill
that an ordinarily prudent person would exercise under similar
circumstances in a like position:
1. Appoint the officers of the corporation; and determine the functions,
duties, and authorities of such officers. A person serving as a
director may also be appointed as an officer.
2. Establish such coordinators and committees as the Board of
Directors deems necessary or advisable to govern and properly
administer the corporation consistent with its purpose; and
determine the functions, duties, and authorities of all such
coordinators/committees (except where this authority is delegated
in these Bylaws to the President or Fundraising Coordinator).
3. Approve all expenditures of the corporation.
4. Designate the manner in which records of the corporation shall be
kept, and the location of such records.
5. Obtain such policies of liability and/or property insurance as the
Board deems necessary or advisable with respect to the assets and
activities of the corporation.
6. Designate a Managing Director, and determine the functions,
duties, and authorities of such Managing Director; provided that in
the absence of the designation of a Managing Director by the Board
of Directors the President shall serve as the Managing Director and
have the duties and authority prescribed herein for the Managing
Director.
7. Schedule such regular or special meetings of the Board of Directors
as may be determined by the Board to be necessary or advisable to
govern and properly administer the corporation consistent with its
purpose.
8. Adopt amendments of these Bylaws or adopt new bylaws, to
address the governance of the corporation and its activities
consistent with the purposes of the corporation and all applicable
provisions of the Michigan Nonprofit Corporation Act.
9. Retain the services of such professionals as the Board deems
necessary or advisable to facilitate the proper governance and
6
administration of the corporation in accordance with applicable laws
(such as accountant, attorney, etc.).
10. Take all such other actions as are authorized by these Bylaws with
respect to the governance of this corporation and the proper
administration of its purpose.
11. Arrange for the timely filing with the State of Michigan of the Annual
Report of the corporation required by Section 911 of the Michigan
Nonprofit Corporation Act (MCL 450.2911).
12. Take all such other actions as are authorized by the Michigan
Nonprofit Corporation Act to facilitate the governance of this
corporation and the proper administration of its purpose.
B. The specified duties of the Board of Directors shall be interpreted to
include all incidental actions reasonably necessary and appropriate to
perform the specified duties, not inconsistent with the specific duties of an
officer as provided in these Bylaws.
Section 3.7---Meetings of Board of Directors
A. Number of Regular/Special Meetings: The Board of Directors shall
schedule and hold at least one regular meeting each calendar quarter,
and such special meetings as are deemed necessary or advisable to
govern and properly administer the corporation consistent with its
purpose. The first regular meeting of each fiscal year (January 1-
December 31) shall be considered the Annual Meeting of the corporation.
B. Special Meetings: Any special meeting of the Board of Directors may be
scheduled by the Board of Directors itself, or may be called by the
Managing Director, or at the call of at least two directors.
C. Notice of Meetings: A scheduled regular meeting may be held with or
without additional notice to the directors. A special meeting shall be held
upon reasonable advance notice sent to each director by mail, telephone,
or e-mail (at a place or address designated by each director).
D. Quorum/Voting: At any regular meeting or special meeting the presence of
a majority of the members of the Board of Directors then in office
constitutes a quorum for the transaction of business. Any otherwise lawful
action of the Board of Directors may be approved by a majority of a
quorum, except where these Bylaws or law requires approval by a
different majority or by unanimous vote. All directors are of one class, and
each director has an equal vote on all matters.
E. Meeting Participation by Remote Communication: One or more members
of the Board may participate in a meeting by telephone conference or
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other means of remote communication by which all persons participating
in the meeting can communicate with each other. Participation in a
meeting in this manner constitutes presence in person at the meeting.
F. Meeting Rules and Procedures: The President or such other Director as
the Board may designate as the Managing Director shall preside over
Board meetings. The Board may designate a recording secretary to
prepare minutes of the Board meetings. Meetings may be conducted with
such formal or informal procedures as the Managing Director or the Board
considers sufficient to assure orderly and efficient conduct of the Board’s
business. The agenda for each meeting may be formal or informal, and
shall be determined by the Managing Director unless the Board directs
otherwise. Voice votes on all matters shall be sufficient, unless the
Managing Director or at least three members of the Board call for a roll
call vote.
Article IV---Officers
Section 4.1---Appointment of Officers
The Board of Directors shall appoint the officers of the corporation, which consist
of the following:
President.
Vice-President.
Treasurer.
Secretary.
Such other officers as may be determined by the Board to be necessary or
advisable to govern and properly administer the corporation consistent
with its purpose.
Section 4.2---Term of Office
An officer shall hold the office for an indefinite term or such specific term as may
be designated by the Board, and until a successor is appointed, or until a vacancy has
been created.
Section 4.3---Holding Multiple Offices
Two or more offices may be held by the same person, except the offices of
President and Vice-President, and Treasurer and Secretary. In addition, an officer shall
not execute, acknowledge, or verify an instrument in more than one capacity if the
instrument is required by law (or the Articles of Incorporation, or the Bylaws) to be
8
executed, acknowledged, or verified by two or more officers. As provided in Section
3.2.B, the officers of the corporation shall also serve on the Board of Directors.
Section 4.4---Vacancies in Officer Positions
A. A vacancy in any officer position is created by any of the following events:
Resignation. An officer may resign by written notice to the
corporation, signed by the resigning officer. The resignation is
effective upon receipt by the corporation, or such later time as may
be stated in the notice.
Removal. Any officer may be removed by majority vote of the
members of the Board without cause, or with cause including the
following:
(1) any attempt to inappropriately interfere with the content or
curriculum of the band program as established by the Band
Directors and/or school administrators, as applicable.
(2) dereliction of any duties.
(3) failing to constructively participate in advancing the purpose
of the corporation.
(4) any other conduct deemed detrimental to the corporation or
the band program.
Death or other disability.
B. All vacancies shall be filled by appointment by the Board of Directors.
Section 4.5---Authority and Duties of Officers; Generally
A. Each officer shall discharge the authority and duties of their office as
specified in these Bylaws in good faith and with the degree of diligence,
care, and skill that an ordinarily prudent person would exercise under
similar circumstances in a like position.
B. The specified duties of each office are intended to include all incidental
actions reasonably necessary and appropriate to perform the specified
duties, not inconsistent with the specific duties of another office, or of the
Board of Directors.
C. Each officer shall during his or her term maintain records pertinent to the
duties of the office, and shall at the end of such term relinquish all such
records and any other property of the corporation in their possession to
their successor, or to the Board of Directors.
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Section 4.6---Authority and Duties of President
The President shall have the following duties and authority:
A. Preside over all meetings of the Board of Directors; unless the Board
designates another director as the Managing Director.
B. Prepare a proposed agenda for meetings of the Board of Directors.
C. Preside over all meetings of the Executive Committee.
D. Appoint coordinators and members of all committees established by the
Board of Directors, except where these Bylaws provide otherwise (such as
the power of appointment of the Fundraising Coordinator which is held by
the Board of Directors pursuant to Section 4.1).
E. Monitor the activities of all other officers, and all coordinators and
committees, and report on same to the Board of Directors at each regular
meeting or as otherwise requested by the Board.
F. Assure the Executive Committee is properly performing its duties, and
report on same to the Board of Directors at each regular meeting or as
otherwise requested by the Board.
G. Review and approve/disapprove disbursements for expenditures arising
between meetings of the Board of Directors (and not otherwise preapproved
by the Board) for disbursement by the Treasurer; provided the
amount of any such single expenditure shall not exceed $50.00, or
$100.00 in the aggregate, and shall be subject to ratification by the Board
of Directors at its next meeting. These expenditure limits are increased to
$100.00 and $250.00, respectively if any such expenditure is also
approved by the Executive Committee, but any such disbursement shall
remain subject to ratification by the Board of Directors at its next meeting.
H. Coordinate requests for assistance from the band directors, financial or
otherwise, for presentation to the Board of Directors.
I. Assume the responsibilities of any position in which there is an unfilled
vacancy, except as otherwise specified in these Bylaws.
J. Attend any applicable meeting of the Board of Education of the Vicksburg
Community Schools to represent the interests of the corporation, or
appoint another officer to do so.
K. Perform such additional tasks as may be assigned by the Board of
Directors, not inconsistent with the specified duties of another officer.
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L. Immediately report to the Board of Directors any potential irregularity
relating to the financial management of the corporation; and promptly
notify the Board of Directors of any other circumstance or issue relevant to
the corporation that a reasonable person would believe to be detrimental
to the corporation.
Section 4.7---Authority and Duties of Vice-President
The Vice-President shall have the following duties and authority:
A. Perform the duties of the President in the absence of the President, or in
the event of an unfilled vacancy in that office.
B. Cooperate with the Fundraising Coordinator to co-organize and coadminister
the Friends of the Band (or alternate) annual fundraising
campaign, including all of the following:
1. Recommend tiered donor contribution/recognition levels for
approval by the Board of Directors.
2. Prepare the solicitation letter for approval by the Board of Directors,
and distribution.
3. Prepare and distribute appreciation/thank you letters to all known
donors, as approved by the Board of Directors.
4. Assure any contribution benefits are received by donors, as
applicable.
C. Exercise oversight responsibility for the Merchandise Coordinator.
D. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not inconsistent with the
specified duties of another officer.
E. Coordinate with the Treasurer and Secretary to prepare and present to the
Board of Directors at its annual meeting the report required by Section 901
of the Michigan Nonprofit Corporation Act (MCL 450.2901), which shall
include the corporation’s fiscal year-end statement of assets and liabilities,
and the principal change in assets and liabilities during the fiscal year
preceding the date of the report, and any other information required by the
Act.
F. Immediately report to the President and Board of Directors any potential
irregularity relating to the financial management of the corporation; and
promptly notify the President and Board of Directors of any other
circumstance or issue relevant to the corporation that a reasonable person
would believe to be detrimental to the corporation.
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Section 4.8---Authority and Duties of Treasurer
The Treasurer shall have the following duties and authority:
A. Receive and properly account for all donations and other income of the
corporation, and promptly deposit all such funds at such bank as the
Board of Directors has designated.
B. Disburse funds of the corporation upon authorization by the Board of
Directors, or as otherwise authorized in these Bylaws; and co-sign all
corporation checks with the Secretary or other authorized officer of the
corporation.
C. Keep complete and accurate records of all income of the corporation and
all disbursements, using QuickBooks online or such other accounting
system as the Board may designate.
D. Timely reconcile the balance in the corporation checking account and any
other corporation bank account with monthly bank statements, and
provide a copy of such monthly reconciliation to the Secretary.
E. Timely prepare and file with the President, Vice-President, and the Board
of Directors accurate written monthly financial reports summarizing all
income and disbursements for the calendar month most recently
completed.
F. Secure and maintain the corporation checkbook, and all corporation bank
account records.
G. Close-out the corporation’s financial books at the end of each fiscal/tax
year, and coordinate with the Vice-President and Secretary to prepare the
fiscal year-end financial report required by Section 4.7E. of these Bylaws.
H. Coordinate with such accounting and legal professionals as the Board of
Directors may designate to assure the timely preparation and filing of all
tax returns and other financial filings as may be applicable to the
corporation.
I. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not inconsistent with the
specified duties of another officer.
J. Immediately report to the President and Board of Directors any potential
irregularity relating to the financial management of the corporation; and
promptly notify the President and Board of Directors of any other
circumstance or issue relevant to the corporation that a reasonable person
would believe to be detrimental to the corporation.
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Section 4.9---Authority and Duties of Secretary
The Secretary shall have the following duties and authority:
A. Prepare minutes of all meetings of the Board of Directors, accurately
stating the members present and absent, all motions, and such other
content as the Board may request; unless the Board of Directors
designates a recording secretary for the purpose of preparing such
minutes.
B. Serve as the Secretary of the Executive Committee, and perform the
duties attendant thereto.
C. Securely maintain all records of the corporation not otherwise assigned by
these Bylaws to another officer or other person.
D. Timely distribute all correspondence and other communications received
on behalf of the corporation to the proper officer or other person; and
timely inform the Executive Committee and Board of Directors of all
communications relevant to same.
E. Administer all requests for disbursements of corporate funds, and assure
all such requests have sufficient supporting documentation, such as
invoices.
F. Coordinate with the Vice-President and Treasurer to prepare the fiscal
year-end financial report required by Section 4.7E. of these Bylaws.
G. Assist the corporation’s accounting and legal professionals with
preparation of all documents associated with obtaining and maintaining
tax exempt status with the United States Internal Revenue Service.
H. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not inconsistent with the
specified duties of another officer.
I. Immediately report to the President and Board of Directors any potential
irregularity relating to the financial management of the corporation; and
promptly notify the President and Board of Directors of any other
circumstance or issue relevant to the corporation that a reasonable person
would believe to be detrimental to the corporation.
Section 4.10---Authority and Duties of Fundraising Coordinator
The Fundraising Coordinator shall have the following duties and authority:
A. Organize and oversee all fundraising activities approved by the Board of
Directors (except merchandise sales); and cooperate with the Vice13
President to co-organize and co-administer the Friends of the Band (or
alternate) annual fundraising campaign.
B. Determine the need for specific fundraising committees, appoint the
members and chairperson of any such committees, and oversee all such
committees.
C. Coordinate the scheduling and logistics of all fundraising events involving
school facilities or band students with appropriate administrators of the
Vicksburg Community Schools and with the band director(s), including
such events as Bandathon, 50/50 raffles at sporting or other events,
concessions at sporting or other events, etc.
D. Coordinate with the Treasurer and/or other persons approved by the
Executive Committee to collect and account for all funds received by
fundraisers, remit such funds to the Treasurer for timely deposit in the
appropriate corporation bank account, and verify to the Secretary in
writing the amount of each such remittance to the Treasurer.
E. Prepare written reports to the Executive Committee and the Board of
Directors detailing for each separate fundraising activity all income
received and all expenses disbursed or yet to be disbursed.
F. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not inconsistent with the
specified duties of another officer.
G. Immediately report to the President and Board of Directors any potential
irregularity relating to the financial management of the corporation; and
promptly notify the President and Board of Directors of any other
circumstance or issue relevant to the corporation that a reasonable person
would believe to be detrimental to the corporation.
Article V---Standing Committees and Coordinators
Section 5.1---Executive Committee
A. The Executive Committee is a permanent committee, consisting of the four
principal officers of the corporation (President, Vice-President, Treasurer,
Secretary), who also serve as members of the Board of Directors. The
Executive Committee shall have the primary responsibility to implement the
policies and actions of the Board where these Bylaws do not otherwise give
such authority to an individual officer. Decisions of the Executive Committee
may be made at meetings where a quorum of at least three members is
present, or by alternative means of obtaining such decisions, including polling
the members of the Executive Committee by telephone, e-mail, text message,
etc. The President shall be responsible to initiate all such meetings or
alternative means of decision-making.
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B. As provided herein the Treasurer shall co-sign all corporation checks with the
Secretary or other authorized officer of the Executive Committee (see Section
4.8 B and Appendix A-1 subsection 5); provided that no two members of the
Executive Committee residing in the same household shall co-sign
corporation checks.
Section 5.2---Coordinators
The following are established as permanent Coordinator positions with the
designated responsibilities:
A. Fundraising Coordinator. See Section 4.10 of these Bylaws.
B. Transportation/Equipment Coordinator. See Appendix B of these Bylaws.
C. Uniform Coordinator. See Appendix C of these Bylaws.
D. Volunteer Coordinator. See Appendix D of these Bylaws.
E. Information Coordinator. See Appendix E of these Bylaws.
F. Middle School Coordinator. See Appendix F of these Bylaws.
G. Merchandise Coordinator. See Appendix G of these Bylaws.
Section 5.3---Other Coordinators/Committees
The Board of Directors or the President may establish such other committees
and designate such other coordinators as are deemed appropriate to efficiently advance
the purpose of the corporation; provided the responsibility of any such
committee/coordinator shall not conflict with either the authority of the Board of
Directors, any officer, the Executive Committee, or a Coordinator established by Section
5.2.
Section 5.4---Coordinator/Committee Appointments and Vacancies
A. All coordinators are appointed by the Board of Directors for such term as
may be specified, if any, and serve at the pleasure of the Board.
B. All committee chairperson assignments are made by appointment of the
President, and serve at the pleasure of the President (except the
chairpersons of any fundraising committees established by the
Fundraising Coordinator). Committee chairpersons may appoint other
persons to serve on the committee, and all such persons serve at the
pleasure of the committee chairperson. Directors and officers are eligible
to serve on committees.
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C. Vacancies in any coordinator or committee position shall be filled in the
manner as provided for the initial appointment.
Section 5.5---Committee Meetings and Procedures
The procedures relating to the meetings and activities of all committees shall be
determined by each such committee as considered necessary and appropriate. Any
dispute relating to such matters shall initially be submitted to the Executive Committee
for resolution; and if not so resolved shall be resolved by the Board of Directors.
Section 5.6---Reporting to Executive Committee and Board of Directors
All coordinators and committee chairpersons shall periodically advise the
Executive Committee of their activities, and any problems requiring attention. All
coordinators and committee chairpersons are expected to attend the quarterly meetings
of the Board of Directors.
Article VI---Compensation of Directors, Officers, Other Volunteers; Expenses
Section 6.1---No Compensation
A. No person serving as a director or officer shall receive a salary, hourly
wage, per diem, or other compensation for their services as a director or
officer. All such directors and officers shall therefore serve and qualify as
volunteer directors/volunteer officers pursuant to all relevant provisions of
the Michigan Nonprofit Corporation Act.
B. Similarly, no person serving as a Coordinator, committee member, or
other volunteer shall be granted or otherwise receive any compensation
for such services.
Section 6.2---Expense Reimbursement
A. The Board of Directors is authorized to approve the reimbursement of a
Director, officer, Coordinator/committee member, or other volunteer for
necessary and reasonable expenses incurred on behalf of the corporation;
provided that no such expense shall be approved for reimbursement after
the expense has been incurred, unless unanimously approved by the
Board of Directors for retroactive reimbursement. No expense shall be
approved for reimbursement without satisfactory written documentation.
B. Expenses subject to reimbursement approval may include, but are not
limited to, reimbursement for travel expenses incurred by volunteers using
personal vehicles to pull trailers with band equipment and instruments to
official functions and activities of the band programs of the Vicksburg
Community Schools in which the corporation is involved; provided that
such travel reimbursement shall be limited to the actual cost of fuel for the
miles traveled or the official rate of reimbursement recognized by the
16
Internal Revenue Service of the United States Department of Treasury for
charitable organizations. The method and manner of approving such
travel reimbursement, and other reimbursable expenses, shall be
determined by the Board of Directors.
C. The Board of Directors may pre-approve specific types and/or amounts of
expenses eligible for reimbursement during a prescribed period of time or
for specified events or activities, and delegate the administration of such
pre-approved reimbursement to one or more officers.
Article VII---Financial Management; Fiscal Year
Section 7.1---Fiscal Year
The corporation shall operate on a January 1 through December 31 fiscal year,
which shall also be the tax year of the corporation.
Section 7.2---Annual Budget
A. Prior to each annual meeting the Executive Committee, after conferring
with the High School Band Directors and Middle School Band Directors
with respect to potential needs, shall prepare and recommend to the
Board of Directors a proposed budget for the ensuing fiscal year.
B. At each annual meeting the Board of Directors shall adopt an annual
budget of the corporation for the ensuing fiscal year. This adopted budget
shall establish the authorized fiscal policy of the corporation for the
ensuing fiscal year; subject to such budget amendments as the Board of
Directors may approve during the fiscal year. The approved budget does
not itself constitute authorization for any specific expenditure, each of
which must be approved by the Board of Directors or as otherwise
provided in these Bylaws.
Section 7.3---Financial Procedures
A. The corporation shall follow customary and accepted accounting and
financial management procedures; subject to such specific procedures as
may be stated in the Bylaws or otherwise approved by the Board of
Directors.
B. See Appendix A-1 and A-2 of these Bylaws for summaries of certain
financial management procedures.
Section 7.4---Depositories of Corporate Funds; Authorized Signers of Corporate
Checks
A. The Treasurer shall deposit all funds of the corporation in a checking
account or savings account insured by the Federal Deposit Insurance
17
Corporation and approved by the Board of Directors at a bank or other
financial institution designated by the Board of Directors. If the Board has
approved a checking account and savings account the Treasurer may
transfer funds from one account to the other as the Treasurer considers to
be prudent and in the best interests of the corporation.
B. Each check for payment of an approved disbursement shall be co-signed
by the Treasurer, and any one of the following other officers of the
corporation: Secretary, President, Vice-President.
Section 7.5---Use of Corporate Funds
A. No funds of the corporation from any source shall be disbursed for an
expenditure that is not consistent with the purpose of the corporation and
otherwise lawful.
B. The corporation shall not make a grant to the school band program to
compensate any person for instructional staff assistance to the school band
program whom is also serving as a director or officer of the corporation.
Pursuant to this grant restriction, a director or officer of the corporation who
provides instructional staff assistance to the school band program, and is
compensated for such services by the school from funds other than grant
funds from the corporation, shall not be considered to have received any
compensation from the corporation for their services to the corporation as
provided by Section 6.1 of these Bylaws, and shall also not be considered to
have any conflict of interest as specified in Article X of these Bylaws arising
from their instructional staff services to the school band program.
Section 7.6---501(c)3 IRS status
The corporation is exempt from certain taxes under Section 501(c)3 or other
section of the United States Internal Revenue Code, as a “public charity” pursuant to an
IRS charitable status determination letter dated September 17, 2012, with an effective
date of September 9, 2011. All directors, officers, and other volunteers of the
corporation shall perform their respective responsibilities so as to not jeopardize that tax
exempt status.
Article VIII---Records
Section 8.1---Depository of Permanent and Legal Records
The law office of the Incorporator of the corporation, Craig A. Rolfe, is designated
as the official depository of all permanent/legal original records of the corporation, until
such time as the Incorporator requests otherwise or the Board of Directors designates
another depository for such records. All such records or copies of same shall be readily
available to the Board of Directors and the Executive Committee upon request.
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Section 8.2---Custodian of General Records; Custodian of Financial Records
A. The Secretary is the custodian of all general records of the corporation,
including copies of original records retained by the Incorporator. Such
general records shall include such documents as: minutes of Board of
Director meetings, any minutes of Executive Committee meetings, all
financial reports, audit records and reports (internal and external), and
forms or other filings with any governmental agency; and shall provide a
copy of such records to other members of the Board of Directors upon
request.
B. The Treasurer is the custodian of all financial records of the corporation,
including bank account statements, all other banking records, and income
and disbursement records; and shall periodically provide a copy of all such
records to the Secretary, and also to other members of the Board of
Directors upon request.
Article IX---Liability of Directors, Officers, and Volunteers; Indemnification
Section 9.1---Limitation on Liability of Directors, Officers, and Volunteers
A. As provided by Article IV of the Articles of Incorporation, and now restated
herein, the corporation assumes the liability for all acts or omissions of a
volunteer director, volunteer officer, or other non-director volunteer (as
each of those terms is defined in the Michigan Nonprofit Corporation Act
or as otherwise provided in these Bylaws) occurring on or after the
effective date of the Articles of Incorporation, if all of the following are met:
1. The volunteer was acting or reasonably believed he or she was
acting within the scope of his or her authority.
2. The volunteer was acting in good faith.
3. The volunteer’s conduct did not amount to gross negligence or
willful and wanton misconduct.
4. The volunteer’s conduct was not an intentional tort.
5. The volunteer’s conduct was not a tort arising out of the ownership,
maintenance, or use of a motor vehicle for which tort liability may
be imposed as provided by Section 3135 of the Insurance Code of
1956, Act number 218 of the Public Acts of 1956, as amended,
being section 500.3135 of the Michigan Compiled Laws.
B. The preceding provision is not intended to and shall not be interpreted to
eliminate or limit the liability of a volunteer director, volunteer officer, or
other non-director volunteer, for any of the following:
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1. A breach of the director’s or officer’s duty of loyalty to the
Corporation.
2. Acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law.
3. A violation of Section 551(1) of the Michigan Nonprofit Corporation
Act (MCL 450.2551).
4. A transaction from which the director or officer derived an improper
personal benefit.
5. An act or omission occurring before the effective date of the Articles
of Incorporation.
6. An act or omission that is grossly negligent.
C. The liability limitation provided by Section 9.1A is authorized under
Section 209(e) of the Michigan Nonprofit Corporation Act [MCL
450.2209(e)]. A claim for monetary damages for acts or omissions of a
volunteer director, volunteer officer, or other non-director volunteer of the
Corporation pursuant to the liability limitation specified above shall
therefore be brought and maintained against the Corporation, and shall
not be brought or maintained against the volunteer director, volunteer
officer, or other non-director volunteer, as provided by Section 556 of the
Act (MCL 450.2556).
Section 9.2---Indemnification of Directors, Officers, and Volunteers
A. The Board of Directors shall have the power but no legal obligation to
indemnify a person who is made a party or threatened to be made a party
to any threatened or pending action or other proceeding brought by a
person or entity other than the corporation itself, by reason of the fact that
the person is or was a director, officer, or other volunteer or agent of the
corporation. The Board of Directors shall have the power but no legal
obligation to approve such indemnification to the extent and as otherwise
provided by Sections 561-569 of the Michigan Nonprofit Corporation Act
(MCL 450.2561-450.2569), if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the
best interests of the corporation (and with respect to any criminal action if
the person had no reasonable cause to believe that conduct was
unlawful).
B. The preceding indemnification provisions are not intended to apply to any
act or omission that constitutes anything enumerated at subsections 1-6 of
section 9.1B of these Bylaws.
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Article X---Conflict of Interest
Section 10.1---Policy
The “no compensation” provision in these Bylaws expressly prohibiting
compensation for services as a director, officer, coordinator, committee member, or
other volunteer of this corporation (Article VI) significantly minimizes opportunities for a
financial conflict between the personal interest of any such person and the best interest
of the corporation. However, individuals serving in such volunteer positions may
potentially have a business transaction with the corporation that results in remuneration
to that business. When the corporation is contemplating entering into a transaction that
may benefit the private interest of a person serving the corporation with governing
powers, the policy set forth in this Article is intended to protect the corporation’s interest
by requiring disclosure of the potential conflict, and by establishing procedures for
deciding whether to enter into the transaction despite the potential conflict.
Section 10.2---Definitions
A. For purposes of this Article an “interested person” is a member of the
Board of Directors, and any officer, coordinator, committee member, or
other volunteer of the corporation exercising Board delegated powers, and
who has a direct or indirect “financial interest” as defined below.
B. For purposes of this Article an “interested person” has a “financial interest”
if the person has, directly or indirectly, through business, investment, or
family, any of the following:
1. An ownership or investment interest in any entity with which the
corporation has a transaction or arrangement.
2. A compensation arrangement with the corporation or with any entity
or individual with which the corporation has a transaction or
arrangement.
3. A potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the
corporation is negotiating a transaction or arrangement.
C. For purposes of this Article “compensation” includes direct and indirect
remuneration as well as gifts or favors that are not insubstantial.
Note: a “financial interest” does not necessarily create a conflict of interest.
Under Section 10.3 a person who has a financial interest may have a conflict of interest
only if the appropriate governing board or committee decides that a conflict of interest
exists.
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Section 10.3---Procedures
A. Duty to Disclose. In connection with any actual or possible conflict of
interest, an interested person must disclose the existence of the financial
interest and be given the opportunity to disclose all material facts to the
Board of Directors and/or any Committee with governing board delegated
powers considering the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exists. After disclosure of the
financial interest and material facts, and after any discussion with the
interested person, the interested person shall leave the meeting while the
determination of a conflict of interest is discussed and voted upon. The
remaining board/committee members shall decide if a conflict of interest
exists.
C. Procedures for Addressing a Conflict of Interest. Where the Board or
Committee has determined a conflict of interest does exist, the following
procedures shall apply:
1. An interested person may make a presentation at the Board or
Committee meeting, but after the presentation the interested
person shall leave the meeting during the discussion of, and the
vote on, the transaction or arrangement involving the conflict of
interest.
2. The chairperson of the Board or Committee shall, if appropriate,
appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board or Committee shall
determine whether the corporation can obtain with reasonable
efforts a more advantageous transaction or arrangement from a
person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not
reasonably possible under circumstances not producing a conflict
of interest, the Board or Committee shall determine by a majority
vote of its disinterested members whether the transaction or
arrangement is in the corporation’s best interest, for its own benefit,
and whether it is fair and reasonable. In conformity with the above
determination the Board or Committee shall decide whether to
enter into the transaction or arrangement.
D. Violations of the Conflicts of Interest Policy. If the Board or Committee
has reasonable cause to believe a person subject to this Article has failed
to disclose an actual or possible conflict of interest, it shall inform the
person of the basis for such belief and afford him/her an opportunity to
explain the alleged failure to disclose. If, after hearing the person’s
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response and after making further investigation as warranted by the
circumstances, the Board or Committee determines the person has failed
to disclose an actual or possible conflict of interest, it shall take
appropriate disciplinary and corrective action.
Section 10.4---Records of Proceedings
A. The minutes of the meetings of the Board of Directors and all committees
with board delegated powers shall include the following:
1. The names of the person(s) who disclosed or otherwise were found
to have a financial interest in connection with an actual or possible
conflict of interest; the nature of the financial interest; any action
taken to determine whether a conflict of interest was present; and
the Board or Committee’s decision as to whether a conflict of
interest in fact existed.
2. The names of the persons who were present for discussions and
votes relating to the transaction or arrangement; the content of the
discussions, including any alternatives to the proposed transaction
or arrangement; and a record of any votes taken in connection with
the proceedings.
Section 10.5---Acknowledging Conflict of Interest Policy
Each person subject to the provisions of this Article, by accepting appointment to
their position thereby acknowledges and affirms such person is aware of the conflict of
interest policy, has read and understands the policy, agrees to comply with the policy,
and understands the corporation is a charitable organization and to maintain a federal
tax exempt status it must engage primarily in activities which accomplish one or more of
its tax-exempt purposes.
Section 10.6---Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable
purposes and does not engage in activities that could jeopardize its tax-exempt status,
the Board of Directors shall periodically review the conflict of interest policy and related
transactions and arrangements.
Article XI---Effective Date; Amendment of Bylaws
Section 11.1---Effective Date
The Bylaws shall be effective upon approval by a majority of the total
membership of the Board of Directors at the time of such approval, by roll call vote.
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Section 11.2---Amendment Procedure
The Bylaws may be amended in part, or completely replaced by new Bylaws,
with approval of a majority of the total membership of the Board of Directors at such
time, by roll call vote.
Section 11.3---Prohibited Amendments
No amendments or replacement Bylaws shall be contrary to any provision of law,
contrary to the purpose of the corporation, or contrary to any provision of the Articles of
Incorporation.
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Appendix A-1
Summary of Income and Disbursement Management Procedures
1. Treasurer collects and accounts for all donations and other income of the
corporation---as received.
2. Treasurer deposits all corporate funds in corporation bank account---promptly
upon receipt.
3. Treasurer submits bills to Board of Directors (or President, where applicable) for
payment authorization---monthly or as otherwise required.
4. Treasurer prepares check for approved disbursement with invoice/voucher or
other supporting documentation---monthly or as otherwise required.
5. Treasurer and one other authorized officer (Secretary, President, Vice-
President) co-sign check for payment of approved expenditure---monthly or as
otherwise required.
6. Treasurer mails or otherwise delivers authorized disbursements---promptly.
25
Appendix A-2
Summary of Financial Reconciliation and Review Procedures
1. Treasurer reconciles bank balance with bank statement---monthly.
2. Treasurer provides copy of monthly reconciliation of bank account/statement
balance to Secretary---monthly.
3. Treasurer prepares accurate written monthly financial report summarizing all
income and disbursements for the calendar month most recently completed---
monthly.
4. Treasurer coordinates with Vice-President and Secretary to prepare the fiscal
year-end financial report required by Section 4.7E. of these Bylaws---annually.
26
Appendix B
Transportation/Equipment Coordinator Responsibilities
The person holding this position is responsible to:
1. Coordinate the availability of trailers and other equipment associated with band
trips and other transportation-dependent activities in which the corporation is
involved, whether such equipment is owned/leased by the corporation or
borrowed.
2. Assure all such trailers/equipment are properly maintained/repaired and safe for
use.
3. Obtain and schedule drivers to pull trailers associated with band trips, etc. in
which the corporation is involved.
4. Obtain and coordinate such additional volunteers as may be needed in
connection with the trailers and other equipment, including preparation of same
before events and the cleaning of same after events.
5. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not incompatible with the
specified duties of any officer or the responsibilities of any other coordinator.
6. Promptly notify the President of any circumstance or issue affecting the proper
performance of any of the other responsibilities of this position.
27
Appendix C
Uniform Coordinator Responsibilities
The person holding this position is responsible to:
1. Assist the band directors with the various activities needed to avoid diverting the
Vicksburg Community Schools band budget to pay for services that can
otherwise be provided by the corporation with respect to marching band
(including rain gear) and concert season uniforms for all students in the band
program, including the following:
prepare an accurate inventory of all uniforms;
supervise issuance of the appropriate uniform to each student;
keep accurate records of all issued uniforms;
arrange for any necessary alterations and repairs of uniforms;
assure the proper care of all uniforms during the school year, including
drying wet uniforms/rain gear sufficiently to avoid mold;
arrange for cleaning uniforms/rain gear as necessary;
verify the return of all issued uniforms at the end of each marching and
concert season; and
at the end of each school year evaluate all uniforms for needed cleaning,
repairs, and potential replacement.
2. Recruit and coordinate other volunteers to assist with the responsibilities of this
position.
3. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not incompatible with the
specified duties of any officer or the responsibilities of any other coordinator.
4. Promptly notify the President of any circumstance or issue affecting the proper
performance of any of the other responsibilities of this position.
28
Appendix D
Volunteer Coordinator Responsibilities
The person holding this position is responsible to:
1. Recruit, coordinate, train, and supervise the appropriate volunteers for all band
program events for which volunteers are needed and the corporation is involved,
including such events as:
marching band invitationals/other competitions;
parades;
other performances; and
concessions.
2. Assist the band directors with the various other activities needed to avoid
diverting the Vicksburg Community Schools band budget to pay for personnel or
services that can otherwise be provided by the corporation through its volunteers.
3. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not incompatible with the
specified duties of any officer or the responsibilities of any other coordinator.
4. Promptly notify the President of any circumstance or issue affecting the proper
performance of any of the other responsibilities of this position.
29
Appendix E
Information Coordinator Responsibilities
The person holding this position is responsible to:
1. Coordinate with the band directors to publicize upcoming events and activities
involving the band program and recent accomplishments of the program.
2. Prepare press releases relating to the corporation or the band program for review
and release approval by the Board of Directors or the Executive Committee.
3. Coordinate with parents of band students and other volunteers to assemble and
archive visual/audio records of band program events and activities.
4. Oversee the creation and maintenance of the corporation’s website, which shall
be devoted to making information about the corporation and the activities of the
band program electronically available to students, parents, and the general
public.
5. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not incompatible with the
specified duties of any officer or the responsibilities of any other coordinator.
6. Promptly notify the President of any circumstance or issue affecting the proper
performance of any of the other responsibilities of this position.
30
Appendix F
Middle School Coordinator Responsibilities
The person holding this position shall be a parent of a current student in the Middle
School band program, and is responsible to:
1. Inform and advise the Executive Committee and the Board of Directors on
matters concerning the Middle School band program that involve the corporation,
including performances, volunteer activities, and potential fundraising needs.
2. Perform such additional tasks as may be assigned by the President, the
Executive Committee, or the Board of Directors, not incompatible with the
specified duties of any officer or the responsibilities of any other coordinator.
3. Promptly notify the President of any circumstance or issue affecting the proper
performance of any of the other responsibilities of this position.
31
Appendix G
Merchandise Coordinator Responsibilities
The person holding this position is responsible to:
1. Propose for Board of Directors approval purchases of band-themed and/or other
merchandise for sale to the public at home football games, VHS/VMS band
concerts, and such other events/venues as the Board or the Merchandise
Coordinator considers advantageous to the corporation.
2. Purchase merchandise as approved by the Board of Directors (or pursuant to
such purchase authority as may have been delegated to the Merchandise
Coordinator by the Board of Directors), and coordinate with the Treasurer for
payment of merchandise vendors.
3. Determine the events/venues for merchandise sales, and supervise the sale of
merchandise at all such events/venues (or delegate this responsibility to a
specified assistant).
4. Set the initial pricing for all merchandise; and determine the timing and amount of
any mark-downs from the initial pricing.
5. Manage all merchandise inventory, and assure that such inventory is secure from
loss, damage, and unauthorized access.
6. Timely remit all merchandise sales proceeds to the Treasurer, and verify to the
Secretary in writing the amount of each such remittance to the Treasurer.
7. Periodically account/report to the Vice-President, and to the Board of Directors
as requested, for all merchandise sales programs, including the profitability of
same, retained inventory, etc.
8. With the approval of the Vice-President, periodically dispose of merchandise
deemed to be unsellable. Apparel and other merchandise deemed unsellable,
but which is usable, shall be donated to another public charity, such as Goodwill
Industries, Salvation Army, or to a public assistance agency such as South
County Community Services.
