BYLAWS of the State College Area
Final Version Approved by the band members on 07 Oct 98
I Name and Purpose
A. The name of the
organization shall be the State College Area Municipal
B. The purpose shall be:
1. To contribute positively to the musical environment of the Centre region.
2. To provide an opportunity for individual musical expression and growth among
3. To provide an opportunity for musicians to maintain and improve proficiency.
4. To reaffirm the community concert band position in American music.
The State College Area Municipal Band (SCAMB) operates cooperatively with the
Parks and Recreation Department of the Centre Region Council of Governments.
2. Member of the Association of Concert Bands.
3. Other affiliations as may be appropriate.
A. Qualification and
Any person who is interested in the purpose of the Band may be
considered a candidate for membership provided that:
a. An application is made to the personnel manager.
b. The applicant qualifies and performs to the satisfaction of the conductor.
c. A vacancy exists.B. Musical Responsibilities of the Members1. Members should
diligently prepare their parts for rehearsals and concerts.
2. Regular attendance at rehearsals and concerts is desirable.
3. Members should be in their seats ready to play at the designated time.
4. Members should give their undivided attention to the conductor during rehearsals
III Board of Directors
A. The Board
of Directors shall consist of:
Four (4) members of the Band, who each shall be elected for
two year terms with the right to be re-elected. They shall
be elected by simple majority vote by the Band membership
at the Band's annual meeting. (Note exception in Article
V, whereby two Band members shall serve for one year terms
pursuant to the first election.)
2. The Conductor of the State College Area Municipal Band.
3. The Director of Parks & Recreation of the Centre Region Council of Governments
or a designee.
4. A community representative to be appointed from the Centre Region Council
of Governments, who shall be appointed biannually by the Council with the right
to be reappointed.
B. The Executive
Authority of the Band shall be vested exclusively
in the Board of Directors whose powers and duties shall include,
among other things, the following:
1. Management of the general
affairs of the Band, taking all lawful action which is compatible
with the best interests of the Band.
2. Management of the financial affairs of the Band and establishment of an
3. The appointment and dismissal, assignment of duties and responsibilities,
and the fixing of salaries, compensations and emoluments, if applicable, for
(a) Conductor and Assistant Conductors. (There shall be an annual evaluation
by the Board or its appointed committee to make such evaluations).
(b) A Manager (or Executive Director), Assistant Managers, and staff, as needed.
The manager shall act as the liaison or point of contact with Parks and Recreation
Department of the Centre Region Council of Governments.
(c) A Personnel Manager, and assistants as needed.
(d) A Secretary/Treasurer, including any assistants, as needed.
(e) A Librarian, including assistants as needed.
(f) A Public Relations (Publicity) Director, and assistants as needed.
(g) Other positions, as needed.
4. The replacement of any of the four (4) Band members of the Board who is
unable to complete his or her term.
C. The Board of Directors will elect, at
the Board's first meeting of any calendar year a Chairperson, who will serve
for one year with the privilege of being reelected for the office.
of the Board of Directors shall be monthly at a time and place set by the Board
Chairperson or, in his or her absence or inaction, by the majority of the Board
E. In the absence of the Chairperson of the Board, a majority
of the members of the Board of Directors at the meeting shall appoint a Chairperson
Pro-Temp to conduct the meeting.
F. In case of the resignation or absence of
the Chairperson for three successive meetings of the Board or the Chairperson's
flagrant inaction, the Board shall, by Majority vote at any meeting of the
Board, replace the then-Chairperson and elect another member of the Board to
fill out his or her term.
G. A quorum shall consist of two-thirds of the Board
present during the meeting except as adjusted elsewhere in these bylaws.
The Board of Directors shall give written Notice to the Membership of the Band
as to the date and place of the Annual Membership Meeting. At least ten (10)
days' notice shall be given.
I. The Chairperson of the Board, or in his or her
absence, the Chairperson Pro-Temp, shall preside at the Annual Meeting of the
J. The four (4) Directors elected by the Membership shall take office
at the first of January following their election by the Membership. The other
members of the Board of Directors shall take office when their appointments
are made, and until such appointments are made, the incumbents shall continue
to serve on the Board, including the Conductors.
A. The Band, through
its designated personnel, shall keep correct and complete books
and records and also will keep minutes of the proceedings of
the Board of Directors and any designated Committees.
B. All books and records may be inspected by any member of the Band for any
proper purpose at any reasonable time on written request, stating the purpose
for the inspection.
C. For disbursement of funds, the Band's checks shall be signed by both the
Manager and the Secretary/Treasurer. In addition to the Manager and the Secretary/Treasurer,
the Board shall authorize two additional members to sign checks in the absence
of the Manager and/or Secretary/Treasurer.
D. The Secretary/Treasurer shall provide the Board of Directors with an annual
financial report, and more frequently as may be requested by the Board of Directors.
V Meetings of Membership
A. The Annual
Meeting of the members for the purpose of electing
four (4) members of the Board of Directors and transacting
any other business shall be held at the first rehearsal in
the month of December each year.
B. Special meetings of the members may be called at any time
by the Board of Directors.
C. At any meeting of the members, the members present shall constitute a quorum.
The Board of Directors may provide for vote by proxy and the form of such proxy.
Each member shall have only one vote.
D. The Board of Directors, at least three weeks prior to any election, shall
submit to the members a slate of consenting nominees for the four (4) members
of the Board of Directors to be elected from the Band for two-year terms; with
the exception that in the first year, two of the Band members shall be elected
for one-year terms. Each term shall begin on the first (1st) day of January
immediately succeeding the December election. Additional nominations will be
accepted from the floor at the annual meeting.
A. Standing committees
to be appointed by and serve at the pleasure of the Board of
1. Concert and Scheduling Committee.
2. Publicity Committee.
3. Stage Management Committee. B.
Ad Hoc committees to be appointed as needed by the Board of Directors.
VII Order of Business and Rules of Order
A. Except as otherwise
provided in these Bylaws, all questions of order of and with
respect to any meeting or action of this Band, its board of
directors, or any committee appointed hereunder, shall be determined
in accordance with Robert's Rules of Order Newly revised, as
revised from time to time.
VIII Amendment of Bylaws
A. Advance notice
of a proposed amendment to these Bylaws, along with a copy
of the proposed amendment, must be presented at a duly constituted
meeting of the Band membership at least 30 days or three full
rehearsals prior to the meeting. A majority vote of members
present at such meeting shall be required for any amendment
of these Bylaws.
IX Non-Profit Status
1. No part of the net earnings of the Organization
(State College Area Municipal Band) shall inure to the benefit
of any Director of the Organization, officer of the Organization,
or any private individual or member (except that reasonable
compensation may be paid for services rendered to or for
the Organization affecting one or more of its purposes),
and no Director or officer of the Organization, or any private
individual, shall be entitled to share in the distribution
of any of the Organization's assets on dissolution of the
Organization. No substantial part of the activities of the
Organization shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the Organization
shall not participate in, or intervene in (including the
publication or distribution of statements) any political
campaign on behalf of any candidate for public office.
2. Notwithstanding any other provision of these
Bylaws, the Organization shall not conduct or carry on any
activities not permitted to be conducted or carried on by
an organization exempt from taxation under Section 501(c)(3)
of the Internal Revenue Code and its regulations as they
now exist or as they may be amended, or by an organization
to which contributions are deductible under Section 170(c)(2)
of the Internal Revenue Code and its regulations as they
now exist or as they may be amended.
Section 3. On
dissolution of the Organization or the winding up of its
affairs, the assets of the Organizations shall be distributed
exclusively to charitable, religious, scientific, public-safety
testing, literary, or educational organizations that would
then qualify as exempt organizations under the provisions
of Section 501(c)(3) of the Internal Revenue Code.
A. Indemnification: Subject
to the limitations hereinafter set forth, the Organization
(Band) shall indemnify the Manager or Executive Director, each
member of the Board of Directors, officer, employees or agents
of the Organization (Band) or any organization that such person
is serving as a Board Member, director, officer, employee,
or agent at the request of the Organization (Band), and the
heirs, executors or administrators of such person to the full
extent permitted by law, against all judgements, fines, liabilities,
and reasonable expenses of such person (including, but not
limited to, court costs, attorneys' fees and any amount paid
in any settlement), which judgments, fines and liabilities
and expenses were incurred or expended in connection with any
claim, suit, action or proceeding, whether civil, criminal,
administrative or investigative, and whether or not the indemnified
liability arises or arose from any action by or in the right
of the Organization (Band) in which such person was involved
because of anything such person may have done or omitted to
do as a director, officer, employee or agent of the Organization
(Band) or of any organization that such person may have served
as a director, officer, employee or agent at the request of
the Organization (Band), -- but such indemnification can be
made only if a Determination is made as hereinafter provided
that such indemnification should be made. Such indemnification
shall not impair any other right any such person may have.
B. Said indemnification
can be made only if a Determination has been made, with the
advice of Counsel for the Organization (Band), by members of
the Board of Directors not involved in the claim or proceeding,
or by a disinterested person or persons named by said members
of the Board of Directors not involved in the claim or proceeding,
or by the members, or by independent legal counsel in a written
(1) that the Manager or Executive Director, Board
member, director, officer employee or agent acted or failed
to act, and in either case, in good faith, and in a manner
such person reasonably believed to be in, or not opposed to,
the best interest of the Organization (Band), and with respect
to any criminal action or proceeding, had no reasonable cause
to believe the conduct was unlawful, and
(2) that the amount
of the proposed indemnification is reasonable, and
the proposed indemnification is just and proper and can be
legally made by the Organization (Band) under then existing
(4) that the indemnification shall be made by the
Organization (Band) in an amount stated in the Determination;
provided, however, that the indemnification provided for herein
shall not be available if the act or failure to act giving
rise to the claim for indemnification has been determined by
a court to have constituted willful misconduct or recklessness.
Payment of Expenses. Expenses incurred by the Manager
or Executive Director, an officer, Board Member, director,
employee, or agent in defending a civil or criminal action,
suit or proceeding shall be paid by the Organization (Band)
in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf
of such person to repay such amount, if it shall ultimately
be determined that the person is not entitled to be indemnified
by the Organization (Band).
or Indemnification Fund. The Organization (Band)
shall have the power to buy and maintain insurance and to
establish and fund a self-insurance indemnification reserve
fund on behalf of the Manager or Executive Director, the
members of the Board of Directors, officers, employees and
agents of the Organization (Band) and a person serving at
the request of the Organization (Band) as a director, officer,
employee, or agent of another organization, against liability
incurred in any such capacity, or arising out of the status
E. Validity. The
invalidity or any portion of this Article X shall not affect
the validity of the remainder hereof.
F. Application. This
Article shall not apply to any actions filed or any breach
of performance of duty or any failure of performance of duty
prior to January 1, 1999.
Rights; Amendment or Repeal. All rights to indemnification
under this Article X shall be deemed a contract between the
Organization (Band) and each person to be indemnified under
this Article X pursuant to which the Organization (Band)
and each such person intended to be legally bound. Any repeal,
amendment, or modification of this Article shall be prospective
only and shall not affect any rights or obligations then
XI Effective Date of these Bylaws
A. These Bylaws
shall take effect on the first rehearsal date of the Band in
the month of December 1998, at which time a meeting of the
Membership shall be held and the four (4) members of the Board
of Directors shall be elected.
approved by the State College Area Municipal Band membership
on October 7, 1998.