Vicksburg Band Boosters, Inc.
Bylaws
Bylaws
BYLAWS OF VICKSBURG BAND BOOSTERS, INC.
(as adopted by Board of Directors July 15, 2012)
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. These Bylaws replace certain provisional bylaws approved by the Provisional Board of Directors October 22, 2011 at the initial organizational meeting.
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.
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---Phase Out of Provisional Board of Directors
The initial "provisional" Board of Directors was designated by the Incorporator on October 3, 2011, to serve through June 30, 2012 or until such
other time as a Board of Directors is appointed at the first annual meeting of the corporation or as may otherwise be provided by the comprehensive Bylaws to be adopted by the Board. During this interim period the provisional Board of Directors is responsible for the governance of the corporation and may take all
such actions authorized by the provisional Bylaws or by the Michigan Nonprofit Corporation Act, consistent with the purpose of the corporation as specified in
the Articles of Incorporation.
Section 3.2---Number and Composition of Board of Directors
The Board of Directors shall consist of nine voting members; unless set at a different number not less than three or more than nine by amendment of these
Bylaws. The composition of the Board of Directors shall be as follows (based on a nine member Board):
• The Vicksburg High School Band Director.
• The Vicksburg Middle School Band Director.
• The President of the corporation.
• 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 3.3---Appointment of Directors
A. The persons serving as the Vicksburg High School Band Director and Vicksburg Middle School Band Director are automatically appointed to the Board
of Directors by virtue of holding their respective Band Director positions of employment with the Vicksburg Community Schools. If the 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 (who collectively also comprise the Executive
Committee) 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 seven members; provided the High School Band Director shall have an
opportunity to recommend suggested nominees to these two positions before the Board makes its appointment decisions.
Section 3.4---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 (the High School Band Director and Middle School Band Director are excused from this requirement).
• A demonstrated commitment to the purpose of the corporation.
• A clear interest in serving on the Board for the betterment of the band program, rather than for personal recognition.
Section 3.5---Terms of Board of Directors
The term of each member of the Board serving by automatic appointment (band directors and officers comprising the Executive Committee) 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 3.6---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 3.4 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 Director 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.
Section 3.7---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.
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 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 3.8---Meetings of Board of Directors
A. Number of Regular/Special Meetings: The Board of Directors shall schedule and hold 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 last quarterly 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 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. Actions by Consent Without a Meeting: Any action required or permitted to be taken under authorization voted at a meeting of the Board may be taken
without a meeting if, before or after the action, all members of the Board then in office consent to the action in writing or by electronic transmission. Any
such written consent shall be filed with the minutes of the proceedings of the Board, and has the same effect as a vote of the Board for all purposes.
G. 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.
• Fundraising Coordinator.
• 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 executed, acknowledged, or verified by two or more officers. As provided in Section 3.3, the officers comprising the Executive
Committee 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 Director 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.
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 pre-approved 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.
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 co-administer the Friends of the Band 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. Coordinate with the Treasurer to complete an internal quarterly review of the finances of the corporation, and provide a written report of such review at
the next Board of Directors meeting.
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.
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 with the
Secretary all corporation checks.
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. Cooperate with the Vice-President to complete the internal quarterly financial review provided for in the duties of the Vice-President.
G. Secure and maintain the corporation checkbook, and all corporation bank account records.
H. 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.
I. 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.
J. 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.
K. 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 4.9---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. Co-sign with the Treasurer all corporation checks.
G. Coordinate with the Vice-President and Treasurer to prepare the fiscal year-end financial report required by Section 4.7E. of these Bylaws.
H. 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.
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.
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; and cooperate with the Vice-President to co-organize and
co-administer the Friends of the Band 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
The Executive Committee is a permanent committee, consisting of the five principal officers of the corporation (President, Vice-President, Treasurer,
Secretary and Fundraising Coordinator), 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.
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. Summer Band Camp 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.
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 Internal Revenue Service of the United States Department of Treasury for charitable organizations ($0.14 per mile). 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 Director and Middle School Band Director 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
The Treasurer shall deposit all funds of the corporation in a checking account or savings account insured by the Federal Deposit Insurance 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.
Section 7.5---Use of Corporate Funds
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.
Section 7.6---501(c)3 IRS status
If as anticipated at the time these Bylaws are approved, the corporation applies for and obtains the status as an organization exempt from certain taxes
under Section 501(c)3 or other section of the United States Internal Revenue Code, 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.
Section 8.2---Custodian of General Records
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, bank account statements, all other banking records, income and disbursement records, all financial reports, audit records and reports (internal and external), and forms or other filings with any governmental agency.
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:
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.
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.
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 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.
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.
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. Secretary submits bills to Board of Directors (or President, where applicable) for payment authorization---monthly or as otherwise required.
4. Secretary requests Treasurer prepare check for approved disbursement with invoice/voucher or other supporting documentation---monthly or as otherwise required.
5. Treasurer prepares authorized check---monthly or as otherwise required.
6. Secretary and Treasurer co-sign check for payment of approved expenditure---monthly or as otherwise required.
7. Treasurer mails or otherwise delivers authorized disbursements---promptly.
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 and Vice-President coordinate internal review of corporation’s finances; Vice-President provides copy of resulting report to Board of Directors---quarterly.
5. Treasurer coordinates with Vice-President and Secretary to prepare the fiscal year-end financial report required by Section 4.7E. of these Bylaws---annually.
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.
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.
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.
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.
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.
Appendix G
Summer Band Camp Coordinator Responsibilities
The person holding this position is responsible to:
1. ************************************************** (to be determined).
(as adopted by Board of Directors July 15, 2012)
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. These Bylaws replace certain provisional bylaws approved by the Provisional Board of Directors October 22, 2011 at the initial organizational meeting.
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.
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---Phase Out of Provisional Board of Directors
The initial "provisional" Board of Directors was designated by the Incorporator on October 3, 2011, to serve through June 30, 2012 or until such
other time as a Board of Directors is appointed at the first annual meeting of the corporation or as may otherwise be provided by the comprehensive Bylaws to be adopted by the Board. During this interim period the provisional Board of Directors is responsible for the governance of the corporation and may take all
such actions authorized by the provisional Bylaws or by the Michigan Nonprofit Corporation Act, consistent with the purpose of the corporation as specified in
the Articles of Incorporation.
Section 3.2---Number and Composition of Board of Directors
The Board of Directors shall consist of nine voting members; unless set at a different number not less than three or more than nine by amendment of these
Bylaws. The composition of the Board of Directors shall be as follows (based on a nine member Board):
• The Vicksburg High School Band Director.
• The Vicksburg Middle School Band Director.
• The President of the corporation.
• 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 3.3---Appointment of Directors
A. The persons serving as the Vicksburg High School Band Director and Vicksburg Middle School Band Director are automatically appointed to the Board
of Directors by virtue of holding their respective Band Director positions of employment with the Vicksburg Community Schools. If the 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 (who collectively also comprise the Executive
Committee) 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 seven members; provided the High School Band Director shall have an
opportunity to recommend suggested nominees to these two positions before the Board makes its appointment decisions.
Section 3.4---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 (the High School Band Director and Middle School Band Director are excused from this requirement).
• A demonstrated commitment to the purpose of the corporation.
• A clear interest in serving on the Board for the betterment of the band program, rather than for personal recognition.
Section 3.5---Terms of Board of Directors
The term of each member of the Board serving by automatic appointment (band directors and officers comprising the Executive Committee) 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 3.6---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 3.4 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 Director 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.
Section 3.7---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.
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 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 3.8---Meetings of Board of Directors
A. Number of Regular/Special Meetings: The Board of Directors shall schedule and hold 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 last quarterly 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 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. Actions by Consent Without a Meeting: Any action required or permitted to be taken under authorization voted at a meeting of the Board may be taken
without a meeting if, before or after the action, all members of the Board then in office consent to the action in writing or by electronic transmission. Any
such written consent shall be filed with the minutes of the proceedings of the Board, and has the same effect as a vote of the Board for all purposes.
G. 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.
• Fundraising Coordinator.
• 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 executed, acknowledged, or verified by two or more officers. As provided in Section 3.3, the officers comprising the Executive
Committee 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 Director 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.
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 pre-approved 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.
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 co-administer the Friends of the Band 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. Coordinate with the Treasurer to complete an internal quarterly review of the finances of the corporation, and provide a written report of such review at
the next Board of Directors meeting.
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.
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 with the
Secretary all corporation checks.
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. Cooperate with the Vice-President to complete the internal quarterly financial review provided for in the duties of the Vice-President.
G. Secure and maintain the corporation checkbook, and all corporation bank account records.
H. 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.
I. 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.
J. 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.
K. 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 4.9---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. Co-sign with the Treasurer all corporation checks.
G. Coordinate with the Vice-President and Treasurer to prepare the fiscal year-end financial report required by Section 4.7E. of these Bylaws.
H. 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.
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.
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; and cooperate with the Vice-President to co-organize and
co-administer the Friends of the Band 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
The Executive Committee is a permanent committee, consisting of the five principal officers of the corporation (President, Vice-President, Treasurer,
Secretary and Fundraising Coordinator), 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.
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. Summer Band Camp 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.
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 Internal Revenue Service of the United States Department of Treasury for charitable organizations ($0.14 per mile). 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 Director and Middle School Band Director 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
The Treasurer shall deposit all funds of the corporation in a checking account or savings account insured by the Federal Deposit Insurance 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.
Section 7.5---Use of Corporate Funds
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.
Section 7.6---501(c)3 IRS status
If as anticipated at the time these Bylaws are approved, the corporation applies for and obtains the status as an organization exempt from certain taxes
under Section 501(c)3 or other section of the United States Internal Revenue Code, 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.
Section 8.2---Custodian of General Records
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, bank account statements, all other banking records, income and disbursement records, all financial reports, audit records and reports (internal and external), and forms or other filings with any governmental agency.
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:
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.
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.
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 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.
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.
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. Secretary submits bills to Board of Directors (or President, where applicable) for payment authorization---monthly or as otherwise required.
4. Secretary requests Treasurer prepare check for approved disbursement with invoice/voucher or other supporting documentation---monthly or as otherwise required.
5. Treasurer prepares authorized check---monthly or as otherwise required.
6. Secretary and Treasurer co-sign check for payment of approved expenditure---monthly or as otherwise required.
7. Treasurer mails or otherwise delivers authorized disbursements---promptly.
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 and Vice-President coordinate internal review of corporation’s finances; Vice-President provides copy of resulting report to Board of Directors---quarterly.
5. Treasurer coordinates with Vice-President and Secretary to prepare the fiscal year-end financial report required by Section 4.7E. of these Bylaws---annually.
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.
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.
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.
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.
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.
Appendix G
Summer Band Camp Coordinator Responsibilities
The person holding this position is responsible to:
1. ************************************************** (to be determined).
