BY LAWS OF
BENICIA MIDDLE SCHOOL VIKING
MUSIC BOOSTERS, INC.
I. Corporation
The Benicia Middle School Viking Boosters, Inc. (corporation) is a California nonprofit public benefit corporation.
II. Charter
The role of the Corporation is to:
1. Provide funding to meet the needs of the Benicia Middle School Viking music program,
and
2. Provide logistic support for music program activities.
III. Limitations
The Corporation is organized for charitable and educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code.
IV. Office
The principal office of the Corporation for its transaction of business is located at 1100 Southampton Road, Benicia, Solano County, California. The Board of Directors (Board) may change the principal office of the Corporation from one location to another in California. Any such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws.
V. Members
A. Classification
The Corporation shall have one class of members only, and each member shall have equal voting and other rights. No person shall hold more than one membership in the Corporation. There shall be no limit on the number of members.
B. Eligibility
All parents/guardians of a student currently participating in the music program shall automatically be members.
C. Duration
Memberships shall start on July 1 and expire on June 30th of each year. Memberships will be automatically renewed so long as the member continues to meet eligibility requirements.
D. Fees and Dues
There shall be no membership fees or dues.
E. Assessments
Memberships shall be nonassessable.
F. Participation
All members are expected periodically to assist in the operations and fundraising activities of the music program.
G. Transferability
Neither the membership in the Corporation nor any rights in the membership may be transferred or assigned for value or otherwise.
H. Nonliability
Members shall not solely, because of such membership, be personally liable for the debts., obligations or liabilities of the Corporation.
I. Termination
The membership and all rights of membership call automatically terminate when:
All rights of a member and in its property shall cease on the termination. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered or arising from contract or otherwise. The Corporation shall retain the right to enforce any such obligation or obtain damages for its breach.
VI. Meetings of Members
A. Place
Meetings of members shall be held at the principal location of the Corporation or such other location within the State of California as may be designated from time to time by resolution of the Board of Directors.
B. Annual Meeting
The members shall meet annually, usually at the Spring Concert, for the purpose of transacting such proper business as may come before the meeting, including the election of Directors and approval of the budget for the following academic year.
C. Regular Meetings
There shall be a minimum of six regular meetings each academic year, with additional meetings at the Board's discretion. Routine business conducted by the Board will be reported at these meeting.
D. Special Meetings
Special meetings may be called by the Board, the President, or ten percent or more of the members for any lawful purpose.
E. Notice Requirements
Notice of all meetings of members shall be in writing and given not less than 10 days before the date of the meeting.
F. Quorum
A quorum at any meeting of members shall consist of fifteen percent of the total number of families with students in the music program.
G. Governing Rules
The current revision of Robert's Rules of Order Newly Revised shall govern the Corporation, in all cases which they are applicable, when a rule of order is requested by a member, and in which they are consistent with these Bylaws, the Articles of Incorporation of this Corporation, or the law.
The order of business will normally include:
Review and approval of minutes;
Reports of directors, coordinators and committees; Special orders;
Unfinished business and general orders; and
New Business
1. 2. 3. 4. 5.
H.
The President, or if absent, the Vice President or director designated by the President, shall chair meetings. The President cannot make motions or enter into debate but only responds to factual questions. The President does not vote except if the vote will break a tie, create a tie or if the vote is by ballot.
I. Minutes
The Secretary shall record minutes of business conducted during meetings. Members shall review and approve these minutes before they are made an official record of the Corporation. In writing the minutes, the Secretary should include the name, date, time and place of meeting. All motions in their final form and status need to be reported in the minutes
VII. Voting
A. Eligibility
Members are entitled to vote at any meeting of members shall be member as defined in Section V.B.
Conduct of meetings
B. Manner of Casting Votes
Voting may be by written ballot or voice. Written ballots shall afford an opportunity on the form to specify a choice between approval and disapproval of each matter or group of related matters intended.
C. Majority
Voting results shall be decided by a majority vote of members present and voting.
VIII. Election of Directors
A. Nomination
At the regular March Board meeting, a nomination committee of not fewer than three members shall be named by the Directors to present a slate of potential qualified (as defined in Section VIII.B.) Directors at the April meeting, Nominations may also be made from the floor at the April meeting.
B. Election
Election will be held at the annual meeting. Directors may be elected by written ballot or voice vote.
IX. Directors
A. Number
The Board shall consist of Directors. As provided in Article VI of the Articles of Incorporation of the Corporation, the Corporation shall have not less than three or more than fifteen Directors. The exact number of Directors shall be fixed, within those limited, by approval of the Board. The President shall be empowered to appoint nonelected Director with the majority approval of the existing Directors. Any number of officers may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President.
B. Qualifications
Directors shall be members of the Corporation and residents of the State of California. Only one member per family may serve as a Director as the same time, unless approved by the Board.
C.
Positions and Responsibilities President. The President shall:
1.
a.
Represent the Corporation in all official capacities;
b.
him/her by the Board;
Be responsible to the Board at all times and is to carry out any instruction given
c. Ensure finances are managed in accordance with Section IX.C.4;
d. Unless otherwise ordered by the Board or by a majority vote of the members, appoint all coordinators and committees created by either body;
e. Be an exofficio member of all committees and shall attend all committee meetings as he/she may deem necessary or ensure another Director attends on his/her behalf;
f. g.
2.
a.
Appoint any nonelected Director as stipulated in Section IX.A; and Preside at all meetings of the Board or members.
Vice President. The Vice President shall:
Assist the President in all Corporation activities and assume the duties of President in
his/her absence, unless otherwise assigned by the President; and
b. Coordinate all fundraising activities with appointed committee chairs and report those
activities to the Board.
3. meetings;
d. e. f. g. h.
5.
a.
b.
c. 6.
a.
Maintain official Corporation documents, unless otherwise assigned by these Bylaws; Maintain a current roster of members; and
Prepare correspondence as directed by the Board.
Treasurer. The Treasurer shall:
Be the custodian of all monies;
Maintain accurate and complete accounting records;
Deposit all funds in a band designated by the Board and disperse funds as prescribed
Submit a written financial report at each Board and regular meeting;
Prepare a written annual report as described in Section XI.B.;
Ensure a review of the financial records is performed as required in Section X.C.;
Ensure an audit of the financial records is performed as required in Section X.C.; and
a.
b. c. d.
4.
a.
b.
c.
by the Board;
Secretary. The Secretary shall:
Accurately record and maintain minutes of Board, annual, regular, and special
Submit documents as required by government agencies, including, but not limited to, taxes and nonprofit status.
b. requirements.
7.
a.
b. c. d.
Quartermaster. The Quartermaster shall:
Be responsible for all uniforms and activities related to uniforms;
Maintain an inventory of uniform items;
Purchase uniform related items, as needed, and
Organize and lead volunteers in uniform packing, preparations, check out and check in
Student Accounts Manager. The Student Accounts Manager shall: Assist the Treasurer by tracking students' earning and payments; Advise the Board of delinquent accounts; and
Provide periodic student account statements to members.
Volunteer Coordinator. The Volunteer Coordinator shall:
Solicit, assign, and notify volunteers for music events; and
Coordinate with Directors, coordinators and committee chairs in filling their volunteer
for music events.
8,
a.
Equipment Manager. The Equipment Manager shall:
Coordinate the logistics for instruments, equipment and materials for music events; Organize and lead volunteers who handle instruments, equipment and materials at
b.
music events; and
c. Assist Color Guard and Drumline volunteers organize their instrument, equipment and material logistics support, during the winter season.
9. Event Supplier. The Event Supplier Shall coordinate food and drink requirements for music events.
10. a.
Color Guard Representative. The Color Guard Representative shall:
Coordinate Color Guard activities with the Band Director and instructors;
Organize the logistics for Color Guard winter events, leading and communicating with
b.
the volunteers; and
c. needs.
11. a.
c. Communicate with the Quartermaster and assist him/her meet Drumline uniform needs.
12. Band Director. The Band Director of the Benicia Middle School music program shall serve as exofficio member of the Board due to
his/her critical relationship between the Corporation and the school administration.
D. Term Of Office
Each Director shall hold office for a term of one year, starting on July 1 and ending on June 30 or until his or her removal. A Director shall not serve more than two consecutive terms in the same position, unless waived by Board vote.
E. Compensation
The Directors shall serve without compensation.
F. Resignation
Any Director may resign by giving written notice to the Board.
G. Vacancy
A Board vacancy shall exist on a Director's:
Communicate with the Quartermaster and assist him/her meet Color Guard uniform
Drum Line Representative. The Drum Line Representative shall:
Coordinate Drum Line activities with the Band Director and instructors;
Organize the logistics for Drum Line winter events, leading and communicating with
b.
the volunteers; and
Meetings shall be conducted in accordance with the requirements in Section VI.A., C., E., G., H. and I.
1. Special meetings may be called by the President, Vice President or Secretary or any two Directors.
2. A majority of Directors shall constitute a quorum for the transaction of business, except to adjourn.
3. The President, or if absent, the Vice President, or Director designated by the President, shall chair meetings.
4. Any action required or permitted to be taken by the Board may be taken without a meeting with the consent of all Directors. A written
record of the action shall be filed as minutes, in accordance with the requirements in Section VI.1.
X. Finances
A. Budget
An annual budget shall be prepared by the Treasurer and approved by the Board in time for approval by members at the annual meeting. If determined necessary by the Board, during the academic year, the budget will be revised and approved by the members.
B. Expenditures
An annual budget shall be prepared by the Treasurer and approved by the Board in time for approval by members at the annual meeting. If determined necessary by the Board, during the academic year, the budget will be revised and approved by the members.
C. Reviews and Audits
A review of the financial records shall be performed:
1. At least annually, after the end of the fiscal year, June 30, and prior to the beginning of the next academic year;
Reviews and audits shall not be conducted by Directors.
XI. Records and Reports
A. Maintenance
The Corporation shall keep adequate and correct records, including:
B. Annual Report
An annual report shall be completed within 120 days after the end of the Corporation's fiscal year, June 30. The report shall contain:
C. Access to Records
Any member, by written request to the Board, may inspect, copy or make notes of the Bylaws, approved meeting minutes, list of members, and financial records. Every Director shall have the right at any reasonable time to inspect the documents, physical property and records of committees. This includes the right to copy and make extracts of documents.
D. Amendments to Bylaws
New Bylaws may be adopted, or these Bylaws may be amended or repealed by approval of a majority of members. The Secretary shall keep a record of the most current Bylaws, including amendments.
Approved as amended by Viking Music Boosters, Inc. members on September 15, 2009
The Benicia Middle School Viking Boosters, Inc. (corporation) is a California nonprofit public benefit corporation.
II. Charter
The role of the Corporation is to:
1. Provide funding to meet the needs of the Benicia Middle School Viking music program,
and
2. Provide logistic support for music program activities.
III. Limitations
The Corporation is organized for charitable and educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code.
IV. Office
The principal office of the Corporation for its transaction of business is located at 1100 Southampton Road, Benicia, Solano County, California. The Board of Directors (Board) may change the principal office of the Corporation from one location to another in California. Any such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws.
V. Members
A. Classification
The Corporation shall have one class of members only, and each member shall have equal voting and other rights. No person shall hold more than one membership in the Corporation. There shall be no limit on the number of members.
B. Eligibility
All parents/guardians of a student currently participating in the music program shall automatically be members.
C. Duration
Memberships shall start on July 1 and expire on June 30th of each year. Memberships will be automatically renewed so long as the member continues to meet eligibility requirements.
D. Fees and Dues
There shall be no membership fees or dues.
E. Assessments
Memberships shall be nonassessable.
F. Participation
All members are expected periodically to assist in the operations and fundraising activities of the music program.
G. Transferability
Neither the membership in the Corporation nor any rights in the membership may be transferred or assigned for value or otherwise.
H. Nonliability
Members shall not solely, because of such membership, be personally liable for the debts., obligations or liabilities of the Corporation.
I. Termination
The membership and all rights of membership call automatically terminate when:
- The membership duration expires;
- The member voluntarily resigns;
- The member dies;
- The member is no longer eligible as defined in Section V.B; or
- The termination of all memberships or any class of members upon the amendment of
All rights of a member and in its property shall cease on the termination. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered or arising from contract or otherwise. The Corporation shall retain the right to enforce any such obligation or obtain damages for its breach.
VI. Meetings of Members
A. Place
Meetings of members shall be held at the principal location of the Corporation or such other location within the State of California as may be designated from time to time by resolution of the Board of Directors.
B. Annual Meeting
The members shall meet annually, usually at the Spring Concert, for the purpose of transacting such proper business as may come before the meeting, including the election of Directors and approval of the budget for the following academic year.
C. Regular Meetings
There shall be a minimum of six regular meetings each academic year, with additional meetings at the Board's discretion. Routine business conducted by the Board will be reported at these meeting.
D. Special Meetings
Special meetings may be called by the Board, the President, or ten percent or more of the members for any lawful purpose.
E. Notice Requirements
Notice of all meetings of members shall be in writing and given not less than 10 days before the date of the meeting.
F. Quorum
A quorum at any meeting of members shall consist of fifteen percent of the total number of families with students in the music program.
G. Governing Rules
The current revision of Robert's Rules of Order Newly Revised shall govern the Corporation, in all cases which they are applicable, when a rule of order is requested by a member, and in which they are consistent with these Bylaws, the Articles of Incorporation of this Corporation, or the law.
The order of business will normally include:
Review and approval of minutes;
Reports of directors, coordinators and committees; Special orders;
Unfinished business and general orders; and
New Business
1. 2. 3. 4. 5.
H.
The President, or if absent, the Vice President or director designated by the President, shall chair meetings. The President cannot make motions or enter into debate but only responds to factual questions. The President does not vote except if the vote will break a tie, create a tie or if the vote is by ballot.
I. Minutes
The Secretary shall record minutes of business conducted during meetings. Members shall review and approve these minutes before they are made an official record of the Corporation. In writing the minutes, the Secretary should include the name, date, time and place of meeting. All motions in their final form and status need to be reported in the minutes
VII. Voting
A. Eligibility
Members are entitled to vote at any meeting of members shall be member as defined in Section V.B.
Conduct of meetings
B. Manner of Casting Votes
Voting may be by written ballot or voice. Written ballots shall afford an opportunity on the form to specify a choice between approval and disapproval of each matter or group of related matters intended.
C. Majority
Voting results shall be decided by a majority vote of members present and voting.
VIII. Election of Directors
A. Nomination
At the regular March Board meeting, a nomination committee of not fewer than three members shall be named by the Directors to present a slate of potential qualified (as defined in Section VIII.B.) Directors at the April meeting, Nominations may also be made from the floor at the April meeting.
B. Election
Election will be held at the annual meeting. Directors may be elected by written ballot or voice vote.
IX. Directors
A. Number
The Board shall consist of Directors. As provided in Article VI of the Articles of Incorporation of the Corporation, the Corporation shall have not less than three or more than fifteen Directors. The exact number of Directors shall be fixed, within those limited, by approval of the Board. The President shall be empowered to appoint nonelected Director with the majority approval of the existing Directors. Any number of officers may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President.
B. Qualifications
Directors shall be members of the Corporation and residents of the State of California. Only one member per family may serve as a Director as the same time, unless approved by the Board.
C.
Positions and Responsibilities President. The President shall:
1.
a.
Represent the Corporation in all official capacities;
b.
him/her by the Board;
Be responsible to the Board at all times and is to carry out any instruction given
c. Ensure finances are managed in accordance with Section IX.C.4;
d. Unless otherwise ordered by the Board or by a majority vote of the members, appoint all coordinators and committees created by either body;
e. Be an exofficio member of all committees and shall attend all committee meetings as he/she may deem necessary or ensure another Director attends on his/her behalf;
f. g.
2.
a.
Appoint any nonelected Director as stipulated in Section IX.A; and Preside at all meetings of the Board or members.
Vice President. The Vice President shall:
Assist the President in all Corporation activities and assume the duties of President in
his/her absence, unless otherwise assigned by the President; and
b. Coordinate all fundraising activities with appointed committee chairs and report those
activities to the Board.
3. meetings;
d. e. f. g. h.
5.
a.
b.
c. 6.
a.
Maintain official Corporation documents, unless otherwise assigned by these Bylaws; Maintain a current roster of members; and
Prepare correspondence as directed by the Board.
Treasurer. The Treasurer shall:
Be the custodian of all monies;
Maintain accurate and complete accounting records;
Deposit all funds in a band designated by the Board and disperse funds as prescribed
Submit a written financial report at each Board and regular meeting;
Prepare a written annual report as described in Section XI.B.;
Ensure a review of the financial records is performed as required in Section X.C.;
Ensure an audit of the financial records is performed as required in Section X.C.; and
a.
b. c. d.
4.
a.
b.
c.
by the Board;
Secretary. The Secretary shall:
Accurately record and maintain minutes of Board, annual, regular, and special
Submit documents as required by government agencies, including, but not limited to, taxes and nonprofit status.
b. requirements.
7.
a.
b. c. d.
Quartermaster. The Quartermaster shall:
Be responsible for all uniforms and activities related to uniforms;
Maintain an inventory of uniform items;
Purchase uniform related items, as needed, and
Organize and lead volunteers in uniform packing, preparations, check out and check in
Student Accounts Manager. The Student Accounts Manager shall: Assist the Treasurer by tracking students' earning and payments; Advise the Board of delinquent accounts; and
Provide periodic student account statements to members.
Volunteer Coordinator. The Volunteer Coordinator shall:
Solicit, assign, and notify volunteers for music events; and
Coordinate with Directors, coordinators and committee chairs in filling their volunteer
for music events.
8,
a.
Equipment Manager. The Equipment Manager shall:
Coordinate the logistics for instruments, equipment and materials for music events; Organize and lead volunteers who handle instruments, equipment and materials at
b.
music events; and
c. Assist Color Guard and Drumline volunteers organize their instrument, equipment and material logistics support, during the winter season.
9. Event Supplier. The Event Supplier Shall coordinate food and drink requirements for music events.
10. a.
Color Guard Representative. The Color Guard Representative shall:
Coordinate Color Guard activities with the Band Director and instructors;
Organize the logistics for Color Guard winter events, leading and communicating with
b.
the volunteers; and
c. needs.
11. a.
c. Communicate with the Quartermaster and assist him/her meet Drumline uniform needs.
12. Band Director. The Band Director of the Benicia Middle School music program shall serve as exofficio member of the Board due to
his/her critical relationship between the Corporation and the school administration.
D. Term Of Office
Each Director shall hold office for a term of one year, starting on July 1 and ending on June 30 or until his or her removal. A Director shall not serve more than two consecutive terms in the same position, unless waived by Board vote.
E. Compensation
The Directors shall serve without compensation.
F. Resignation
Any Director may resign by giving written notice to the Board.
G. Vacancy
A Board vacancy shall exist on a Director's:
- Resignation;
- Death;
- Loss of eligibility as designed in Section V; or
- Removal by a majority vote of the members; or on the
- Increase in number of Directors; or
- Failure of the members in any election to elect the required number of Directors.
Communicate with the Quartermaster and assist him/her meet Color Guard uniform
Drum Line Representative. The Drum Line Representative shall:
Coordinate Drum Line activities with the Band Director and instructors;
Organize the logistics for Drum Line winter events, leading and communicating with
b.
the volunteers; and
Meetings shall be conducted in accordance with the requirements in Section VI.A., C., E., G., H. and I.
1. Special meetings may be called by the President, Vice President or Secretary or any two Directors.
2. A majority of Directors shall constitute a quorum for the transaction of business, except to adjourn.
3. The President, or if absent, the Vice President, or Director designated by the President, shall chair meetings.
4. Any action required or permitted to be taken by the Board may be taken without a meeting with the consent of all Directors. A written
record of the action shall be filed as minutes, in accordance with the requirements in Section VI.1.
X. Finances
A. Budget
An annual budget shall be prepared by the Treasurer and approved by the Board in time for approval by members at the annual meeting. If determined necessary by the Board, during the academic year, the budget will be revised and approved by the members.
B. Expenditures
An annual budget shall be prepared by the Treasurer and approved by the Board in time for approval by members at the annual meeting. If determined necessary by the Board, during the academic year, the budget will be revised and approved by the members.
C. Reviews and Audits
A review of the financial records shall be performed:
1. At least annually, after the end of the fiscal year, June 30, and prior to the beginning of the next academic year;
- Prior to turning over the records to a newly elected or appointed Treasurer; or
- Anytime deemed necessary by the Board.
Reviews and audits shall not be conducted by Directors.
XI. Records and Reports
A. Maintenance
The Corporation shall keep adequate and correct records, including:
- Bylaws, as amended to date with all Board resolutions;
- Financial records;
- Minutes of the proceedings of its members, Board and committees;
- A list of members, including names, addresses and phone numbers
B. Annual Report
An annual report shall be completed within 120 days after the end of the Corporation's fiscal year, June 30. The report shall contain:
- Assets and liabilities at the end of the fiscal year;
- Expenses or disbursements; and
- Any information required by the Bylaws.
C. Access to Records
Any member, by written request to the Board, may inspect, copy or make notes of the Bylaws, approved meeting minutes, list of members, and financial records. Every Director shall have the right at any reasonable time to inspect the documents, physical property and records of committees. This includes the right to copy and make extracts of documents.
D. Amendments to Bylaws
New Bylaws may be adopted, or these Bylaws may be amended or repealed by approval of a majority of members. The Secretary shall keep a record of the most current Bylaws, including amendments.
Approved as amended by Viking Music Boosters, Inc. members on September 15, 2009