Bylaws

BYLAWS OF THE STONEWALL BRIGADE BAND, INC.

 I: Name

The name of the corporation shall be the Stonewall Brigade Band, Inc.  The corporation was formed by a certificate of incorporation dated September 1, 1987, amended June 27, 1988.

 II: Purpose

This corporation was formed for and continues to serve the following purposes:  (1) to offer high quality music programs and performances to benefit the citizens and the community;  (2)  to foster better and new relationships among musicians; (3) to preserve the musical heritage of the Shenandoah Valley; (4) to continue in perpetuity the long history of the Stonewall Brigade Band; (5) to further promote charitable and educational programs, particularly in the field of music; (6)  to receive by gift, devise, bequest or otherwise, personal or real property, and to hold, sell, invest, reinvest, manage, use, disburse and distribute, and apply the income and/or principal of the same for charitable, educational, civic and philanthropic uses;  and (7) to do any and all things necessary to accomplish its purposes.

 III: Governing Law

  1. State law:     The Corporation is a non-stock Virginia corporation as defined in the Virginia Non-stock Corporation Act, Title 13.1, Chapter 10 of the Code of Virginia, 1950, as amended and shall be governed by the laws of the Commonwealth of Virginia.
  2. Federal law:  The corporation is a non-profit corporation with a tax-exempt status pursuant to Articles 501(c) (3) and 509 (a) (1), (2) or (3) of the Internal Revenue Code of 1954, as amended.  As such, nothing herein shall authorize this corporation directly or indirectly, to engage in or include among its purposes, any activities which would prevent or cause loss of tax exempt status of this corporation or any activity of this corporation.  No substantial part of the activities of this corporation shall be for the purpose of carrying on propaganda, or otherwise attempting to influence legislation.  None of the activities of this corporation shall consist of participating in, or intervening in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.  No part of the net earnings of this corporation shall inure to the benefit of any private shareholder or any individual.  The property of this corporation is irrevocably dedicated to charitable purposes and upon liquidation, dissolution or abandonment of the owner, after providing for the debts and obligations thereof, the remaining assets will not inure to the benefit of any private person but shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Articles 501 (c) (3) and 509 (a) (1), (2) or (3) of the Internal Revenue Code of 1954.

 IV: Duration

The period during which this corporation is to continue as a corporation is perpetual.

 V: Service Area

This corporation shall serve primarily the following geographic areas:  Augusta County, the City of Staunton and the City of Waynesboro, but has provided and will provide charitable and educational programs and performances where requested or deemed appropriate.

 VI: Membership

There shall be three classes of membership of the corporation: 

  • Full member:  Full members are those who have been elected as such by the membership. Each full member is entitled to one (1) vote. To be eligible for full membership, a prospective member must first be an associate member for six (6) months, during which time the prospective member shall have attended at least fifty percent (50%) of the band’s functions (rehearsals, concerts, etc.), shall be of good character, and must have demonstrated interest in and cooperation with the organization’s activities and proficiency on an instrument.

Full members shall be elected for life, but only active full members shall be entitled to vote on matters coming before the membership. Any full member who has failed to attend at least one rehearsal during the three (3) months preceding the taking of any vote shall be deemed to be inactive, and shall not be entitled to vote unless, prior to the date of the vote, such person has notified the membership committee in writing of his or her intention to participate actively in rehearsals during the following three-month period. All other full members shall be deemed to be “active full members” unless they have resigned their membership or their membership has been otherwise terminated.

  • Associate member: Associate members are those who have been invited by a full member, after consultation with the music director, to participate in rehearsals and other functions of the band.
  • Honorary member: Honorary membership may be conferred by the Board of Directors upon those persons who have, through musicianship or other outstanding service in former years, made a substantial contribution to the band.

VII: Board of Directors

  1. Management.  The management of the corporation shall be vested in a Board of Directors consisting of at least seven (7) persons, a majority of whom shall be full members.   The Board shall have the authority to establish such policies, rules and regulations as shall be necessary for the efficient operation of this Corporation.
  2. Election of Directors.  Directors shall be elected by a majority of a quorum of the members at a regular or special meeting of the members to be held prior to December 31 of each year and shall serve one (1) one-year term.   The Nominating Committee, to be appointed by the President before October 31, shall nominate eligible candidates for election to the Board of Directors and shall submit its written report and recommendations to the Board of Directors, within 30 days of their appointment. In addition to those candidates named by the Nominating Committee, any voting member of the corporation may nominate additional candidates from the floor at a regular or special meeting of the members.
  3. All vacancies on the Board of Directors may be filled by vote of a majority of a quorum of the members at any regular or special meeting of the members, from a slate of nominees proposed by the Board of Directors.

 VIII: Officers and Staff

VIII-1 – Officers and Their Duties

  1. Prior to January 1 of each year, the directors shall elect the officers of this corporation, all of whom shall be members of the Board of Directors.  All officers shall hold offices for one year, beginning January 1, or until their successors are elected.  Any office vacated prior to the next annual meeting shall be filled by a member of the board elected by a quorum of the members of the Board of Directors. 
  2. The following officers shall be elected by the Board of Directors:  President; Vice President; Secretary; Treasurer; and Business Manager.
  3. The President, or in the absence thereof, the Vice President, or in the absence of the Vice-president, the Business Manager, shall preside at all meetings of members and of the Board of Directors and shall perform the duties usually devolving upon a presiding officer.

The President shall appoint a nominating committee of three (3) members at the first meeting in October of each and every year.

With the exception of the nominating committee, the President shall be an ex-officio member of all committees.

  • Vice-President.  It shall be the duty of the Vice-President to render the President such assistance as may be required, and to perform the duties of President in his/her absence.  In the event both the President and the Vice-President are absent, the presiding officer shall be the Business Manager.
  • Treasurer.  The Treasurer shall have the custody of all funds and securities of the corporation and shall assure full and accurate accounts of receipts and disbursements including deposit of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors at the regular meetings of the Board, or whenever necessary, an account of all transactions and of the financial condition of the corporation.  Such accounting shall be made available to the membership within ten (10) days thereafter.
  • Secretary.  It shall be the duty of the Secretary to maintain accurate, permanent written recordings of all business proceedings and to post or publish these recordings for the benefit of the membership within ten (10) days thereafter.The Secretary shall be a permanent member of any membership committee.
  • Business Manager. It shall be the duty of the Business Manager to conduct negotiations for engagements and travel; to conduct the public relations affairs of the Stonewall Brigade Band, Inc.; and to perform such duties as may be required or assigned to him/herpertaining to the normal affairs of any other or similar business organization and to preside over meetings as provided herein above.

VIII-2 – Staff and Their Duties

The following staff positions are to be appointed by the Board of Directors and subject to the control of the Board of Directors in the following duties:

  1. Music Director.  The Music Director shall have absolute control of the presentation of all music to be played by the Stonewall Brigade Band on all occasions. The Music Director shall select and enlist Assistant Music Directors to perform the duties of Music Director during his absence.
  2. Librarian.  The Librarian shall be responsible for all Stonewall Brigade Band, Inc. music and its distribution and use on all occasions and must see that it is kept in good condition.

 IX: Committees

  1. The Standing Committees shall be Music, Nominating, and Facilities committees appointed in accordance with the provisions contained in Paragraph B herein below.  The committees shall carry out such purposes as directed by the Board of Directors.
  2. The President shall appoint members to serve on standing committees. Subject to the approval of the Board of Directors, the President may appoint any other special committee or committees that may be necessary and proper to carry out the purposes of the corporation.

 X: Meetings

  1. The annual meeting of the members of this corporation shall be held at such places and on such day and hour as the Board of Directors may determine.  Special meetings may be called at any time by the President or by the written request of two members of the Board of Directors.

At any meeting of the membership a quorum shall consist of the presence of both thirty percent (30%) of those persons qualifying at the time of the meeting as active full members of the corporation and a majority of those persons then serving as directors of the corporation. A simple majority of those full members present at such meeting is required to pass any action.

  • Notice of any meeting of the members of this corporation, annual or special, stating the time and place of the meeting shall be made to all members by such means as the Board of Directors may decide, not less than ten nor more than forty days before the meeting.
  • Regular meetings of the Board of Directors of this corporation shall be held bi-monthly.   A Special Meeting of the Board of Directors may be called at any time by the President, or in his or her absence, the Vice-President, or upon the request of two members of the Board of Directors.

Notice of regular meetings of the Board of Directors shall be provided to the members of the corporation in person, by U.S. Mail, or by electronic mail as soon as is practicable, not less than two (2) days nor more than thirty-five (35) days prior to the meeting. 

Members of the corporation may attend regular meetings of the Board of Directors but shall have no vote.  Members wishing to speak must make such request, in writing, to the President not less than two (2) days or more than thirty-five (35) days prior to the meeting and may be granted a reasonable length of time for such address.

  • Notice of all meetings of the Board of Directors shall be provided to the members of the board in person, by U.S. Mail, or by electronic mail as soon as is practicable, not less than two (2) days nor more than thirty-five (35) days prior to the meeting. Notice may be waived.
  • At any regular or special meeting of the Board of Directors, a quorum for the transaction of business shall be one-half of the total number of directors existing at the time of the meeting.
  • In situations where immediate action on the part of the Board of Directors is necessary in order to preserve the viability, strength, and integrity of the corporation, and it is not possible to assemble a quorum of the Board of Directors before a vote must be taken, the Board of Directors may vote on an action by electronic mail or by telephone.

 XI: Fiscal Year

The fiscal year of the corporation shall be July 1 to June 30 of the following year.

 XII: Audits

Upon a majority vote of the Board of Directors, the accounts of the corporation shall be audited by an independent Certified Public Accountant, and the resulting report shall be maintained on file in the office of the corporation.

Regular financial reviews should be conducted by a qualified individual semi-annually or upon change of Treasurer.

 XIII: Seal

The seal of this corporation shall be two concentric circles between which shall be the name of the corporation and the word, “SEAL” inscribed in the center.

 XIV: Non-Discrimination

The members, officers, directors, committee members, employees and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin and disability.

 XV:  AMENDMENTS

These Bylaws and the Articles of Incorporation may be amended in whole or in part or repealed at any regular or special meeting of the Board of Directors of the corporation, by a vote of more than two-thirds of the directors in office, provided that a copy of the proposed amendment(s) shall be sent to each member of the Board of Directors no less than ten (10), nor more than fifty (50) days prior to the meeting at which such amendment shall be considered.

Final approval of amendments to these Bylaws and the Articles of Incorporation shall be by a simple majority vote of those members present in the company of a Board of Directors quorum as described in the Bylaws, provided that a copy of the proposed amendment(s) shall be sent to each member no less than ten (10), nor more than fifty (50) days prior to the meeting at which such amendment shall be considered.

 XVI: Indemnification

The Corporation may only indemnify the directors of the corporation in accordance with the authority granted to non-stock corporations in § 13.1-876 of the Code of Virginia, 1950, as amended, and shall only be required to indemnify a director “who entirely prevails in the defense of any proceeding to which he [or she] was a party because he [or she] is or was a director of the corporation against reasonable expenses incurred by him [her] in connection with the proceeding,” in accordance with § 13.1-877 of the Code of Virginia, 1950, as amended.

 XVII: Parliamentary Procedure

All questions of parliamentary procedure shall be settled according to Roberts Rules of Order and all official revisions thereto, unless inconsistent with these Bylaws.

These revised Bylaws were reviewed by the membership at the special meeting of the corporation held on Monday, October 25, 2010 following propernotice to the members.

President:                     (Signature on file)        Secretary:                        (Signature on file)