JAMESTOWN COMMUNITY BAND, INC.

BY-LAWS

(01/01/12)

 

ARTICLE I

Name and Purpose

 

1.1  The name of this nonprofit corporation shall be the Jamestown Community Band, Inc.

 

1.2  The purpose for the formation of this nonprofit corporation is to promote, maintain and operate a community band and any and all other lawful business for which nonprofit corporations may be incorporated under the Rhode Island Nonprofit Corporation Act.

 

ARTICLE II

General

 

2.1  Principal Office  The principal office of the Corporation shall be located in the Town of Jamestown, County of Newport, State of Rhode Island.

 

2.2  Procedure  Any rules of procedure not expressly covered by these by-laws shall be governed by Robert’s Rules of Order.

 

2.3  Books and Records  The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and Committees having any of the authority of the Board of Directors.  All books and records of the Corporation are to be located in the Corporation’s offices and may be inspected by a director or member for any proper purpose at any reasonable time.

 

2.4  Contracts  The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

 

ARTICLE III

Fiscal Policies

 

3.1  Fiscal Year  The fiscal year of the Corporation shall end on December 31st.

 

3.2  Accounting, Deposits and Checks  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board, such instruments shall be signed by the Treasurer.  See Addendum A for a list of agents authorized under this section.  The Board of Directors is authorized to select such banks or depositories as it shall deem proper for the funds of the Corporation.

 

3.3  Expenditures  No member of the Board of Directors or its Committees shall incur any liability on behalf of the Corporation without previously obtaining the approval of the President and in concurrence with the budget approved by action of the Board of Directors.

 

ARTICLE IV

 Board of Directors

 

4.1  General Powers  The Board of Directors shall have the power to control and manage all of the affairs and property of the organization, to exercise, in addition to the powers and authorities expressly conferred upon it by these by-laws or by the Articles of Incorporation, but subject to all restrictions on such powers expressly provided therein, all powers that may be lawfully exercised, and to cause the Corporation to do all things that may lawfully be done by it.  Without limiting the generality of the foregoing, the Board of Directors may restrict, enlarge or otherwise modify the powers and duties of any or all of the Officers of the Corporation. The duties of the Board of Directors shall include but not be limited to:  policy approval, including personnel, program and fiscal policies; fiscal oversight and fundraising.

 

4.2  Composition of the Board of Directors  No person may be excluded from Board membership on the basis of age, race, sex, national origin, ethnic group, handicap or sexual preference.

 

4.3  Qualifications and Responsibilities  Directors shall demonstrate a commitment to the Corporation’s mission and shall be responsible for attending board meetings, serving on committees, addressing policy issues, providing fiscal oversight, assisting in fundraising, making a contribution to the organization, and, in general, shall perform all duties incident to serving as a Director.

 

4.4  Number and Tenure  The Board of Directors shall consist of not less than three nor more than ten Directors, as determined from time to time by resolution of the Board.  No person may be elected as a Director for more than two consecutive two year terms or portions thereof.

 

4.5  Quorum  A majority of the number of Directors serving at that time shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a quorum of the members are present at said meeting a majority of the members present may adjourn the meeting from time to time without further notice.

 

4.6  Nominations and Elections  The Nominating Committee shall prepare a bi-annual slate for nominations for the Board of Directors and annual slate for nominations for the Officers.  Directors shall be elected by the current Board of Directors.  Officers shall be elected for one year by the Board of Directors.  Election will occur at the annual meeting of the Corporation from a slate prepared by the Nominating Committee.  Officers shall be part of the Board of Directors.  Nominees for Board membership or for an officer position are to be informed by the Nominating Committee as to the nominee’s qualifications and responsibilities should election occur.

 

4.7  Removal  A vacancy on the Board of Directors of the Corporation shall be deemed to have automatically occurred when a member has missed three consecutive board meetings without satisfactory excuse or upon written notice by the vacating member to the Chair. With fie working days prior written request to the President, signed by 50% of the total number of directors serving at that time, the Board of Directors may discuss the removal of any Director. Said Director may be removed from office, with or without cause, by the affirmative vote of two-thirds (2/3) of the total number of directors serving at that time and another may so appointed by the Board of  Directors, upon recommendation of a qualified candidate by the Nominating Committee, in the place of the person so removed, to serve for the remainder  of the term.

 

4.8  Resignations  Any director or officer may resign at any time by notifying the President in writing.  Any such resignation shall take effect at the time therein specified.

 

4.9  Vacancies  Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, may be filled, upon recommendation of a qualified candidate by the Nominating Committee, by the affirmative vote of the majority of the remaining Directors, but in no event less than the quorum of the Board of Directors.  A Director elected to fill the vacancy shall be elected for the unexpired term of his/her predecessor in office.

 

4.10  Manner of Acting  The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the members, except where otherwise provided by law or by these by-laws.

 

4.11  Informal Action by Directors  Any action required by law to be taken at a meeting of directors, or any act which may be taken at a meeting of  directors, may be taken without a meeting if a consent, in writing, setting forth the actions to be taken, shall be signed by all directors.

 

4.12  Meetings

         (a)  Meetings of the Board of Directors will be conducted on a regular basis, but not less than four time per year, at the discretion of the board.  Special meetings may be called by the President, by the Executive Committee or by request of not less than one-third of the Board of Directors.  Advance written notice of special meetings of not less than ten (10) and not more than thirty (30) days before the date of such meeting shall be given.

 

         (b)  Annual meetings shall be held on the second Tuesday of September each year to elect officers and to transact such other business as may properly be brought before the meeting.

 

4.13  Notice  An annual calendar of regular meetings of the Board of Directors shall be determined at the beginning of each year.  Notice will be given by printing this calendar in the minutes of the meeting.

 

ARTICLE V

Officers

 

5.1  Titles and Term of Office  The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, and such other officers as the Board of Directors may from time to time elect or appoint.  One person may hold more than one office, except the President.  The term of office for each officer shall be the one-year period commencing with the date of the annual meeting of the Board of Directors.  All officers shall be subject to removal, with or without cause, as any time by a vote of two-thirds (2/3) of the whole Board of Directors. A vacancy in the office of any office shall be filled by a vote of a majority of the directors.

 

5.2  Powers and duties of the President  The President shall be the principal volunteer officer of the Corporation and subject to the Board of Directors, she/he shall be in general charge of the properties and affairs of the organization.  The President shall preside at all meetings of the members, the Board of Directors and the Executive Committee.  The President may sign, with the Secretary or any other proper Officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by stature to some other Officer or agent of the Corporation.  The President shall be the ex-officio member of all committees of the Board of Directors except the Nominating Committee, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.  The President will only vote if necessary to break a tie within the Board of Directors.

 

5.3  Vice President  In the absence of the President or in the event of the President’s inability or refusal to act or resignation, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

 

5.4  Secretary  The Secretary shall keep a correct record of the proceedings of the meetings of the members, of the Board of Directors, and of its Executive Committee; shall mail or cause to be mailed, the minutes to all board members at least one week prior to the next meeting; shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the records; keep a register of the post office address and telephone numbers of each Director; shall record attendance of Directors at meetings; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President of by the Board of Directors.

 

5.5  Treasurer  The Treasurer shall act under the supervision of the Board and shall have charge and custody of, and be responsible for, all funds of the Corporation and shall keep or cause to be kept, and shall be responsible for the keeping of, accurate and adequate records of the assets, liabilities, and transactions of the Corporation.  She/he shall deposit, or cause to be deposited, all monies and other valuable effects of the Corporation in the name of and to the credit of the Corporation in such banks, trust companies, or other depositories as may be designated from time to tome by the Board.  She/he shall disburse, or cause to be disbursed, the funds of the Corporation based upon proper vouchers for such disbursement and in accordance with the Board-authorized budget.  She/he shall report in writing the state of the treasure at each board meeting and prepare or cause to be prepared all other financial reports as required by the Corporation.  The Treasurer shall serve as the Chair of the Finance Committee and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. 

 

ARTICLE VI

Committees

 

6.1  Standing and Advisory Committees  Standing Committees of the Corporation shall be the following:  Nominating, Finance, Planning, Public Relations and Fundraising.  The President shall appoint the Chairpersons of all Standing, Advisory or Special Committees.  Chairpersons must be members of the Board of Directors and shall choose their own committee members (except in the case of the Nominating Committee) in consultation with the President of the Board of Directors.  Members of committees need not be Directors.

 

6.2  Nominating Committee  The President shall appoint the Chairperson and members of the Nominating Committee.  There shall be three 93) people on the Nominating Committee; a minimum of one shall be a Director; a minimum of one shall be a member of the Jamestown Community Band.

 

6.3  Fundraising Committee  The fundraising Committee shall be responsible for developing and implementing the annual fundraising program for the acquisition of all contributed income necessary to the financial stability of the Corporation, including membership and special solicitation; maintaining or causing to be maintained all appropriate contribution records; recruiting and training volunteers for the fundraising efforts; and in general shall perform all duties incident to said committee and such other duties as may be prescribed by the Board of Directors from time to time.

 

6.4  Finance Committee  The Finance Committee, in conjunction with the Treasurer, shall be responsible for developing and monitoring the annual budget; reviewing financial statements and making recommendations about necessary adjustments; providing advice to the Board of Directors for the purposes of investment and financial management; and in general shall perform all duties incident to said committee and such other duties as may be prescribed by the Board of Directors from time to time.

 

6.5  Public Relations Committee  The Public Relations Committee shall be responsible for developing and implementing the annual community and public relations plan; developing and coordinating press and public relations activities; assisting in the publication of the Corporation’s newsletter and other special publications, if any; and in general shall perform all duties incident to said committee and such other duties as may be prescribed by the Board of Directors from time to time.

 

6.6  Planning Committee  The Planning Committee shall be responsible for managing the band’s strategic planning process and shall be responsible for monitoring the band’s progress against the organizational plan; ensuring that planned activities have continued relevance; and managing the process by which future plans are drawn.

 

6.7  Term of Office  Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until a successor is appointed, unless the committee shall be sooner terminated or unless such members shall cease to qualify as a member thereof.  Vacancies in the membership of any committee may be filled by the appointments made in the same manner as provided in the case of the original appointments.

 

ARTICLE VII

Amendments to By-Laws

 

7.1  The by-laws may be altered, amended or repealed and new by-laws may be adopted by an affirmative vote of two-thirds of the directors present at any regular or special meeting as which a quorum is present, provided that proper written notice of such meeting and of the proposed changes in bylaws is given at least ten days prior to the meeting at which such changes are to be presented for approval.

 

ARTICLE VIII

Indemnification

 

8.1  Every person who is or shall be or shall have been a Director or Officer of the Corporation and his or her personal representatives shall be indemnified by the Corporation against all costs and expenses reasonable incurred by or imposed upon him or her in connection with or resulting from any action, suit, or proceeding to which she/he may be made a party by reason of his/her being or having been a Director or Officer of the Corporation or of any subsidiary of affiliate there of, except in relation to such matters as to which she/he shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct or willful negligence in the performance of his/her duty as Director or Officer.  Cost and expenses of actions for which this Article provides indemnification  shall include, among other things, attorneys’ fees, damages, and reasonable amounts paid in settlement.

 

ARTICLE IX

Dissolution

 

 9.1  If the Corporation be dissolved, the Board of Directors shall donate its remaining assets to a similar nonprofit corporation, organized under Rhode Island Law, which is tax exempt under Section 501(c)3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and in accordance with the laws of the State of Rhode Island.

 


The Jamestown Community Band, Inc. is a 501(c)3 tax-deductable Rhode Island corporation.
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