ARTICLE I – NAME
The name of the organization shall be the UPPER DUBLIN MARCHING BAND PARENTS ASSOCIATION, INC., a Pennsylvania non-profit corporation.
ARTICLE II – OBJECTIVES
The objectives of this Corporation are:
A. To support the Upper Dublin High School marching band and its associated or related activities.
B. To serve as bookkeeping agent and financial administrator of the Corporation’s accounts and the accounts of students participating in the Upper Dublin Marching Band and its associated or related activities.
C. To promote and financially support activities and projects of the marching band and its associated or related activities as approved by this Corporation in coordination with the Band Director.
D. To be a Pennsylvania non-profit corporation organized and operated exclusively for educational and artistic purposes, which shall not discriminate by way of the race, religion, color, creed, national origin, sex, age, disability or any other characteristic of its Members protected by applicable federal or state law.
ARTICLE III – FISCAL RESPONSIBILITY
A. All Funds in the treasury of this Corporation shall be used only for approved projects, which benefit the marching band and its associated or related activities.
B. All non-budgeted expenditures must have the prior approval of the Executive Board of this Corporation. All single non-budgeted use of the Corporation’s funds in excess of $1,000.00 must have the prior approval of the Members of this Corporation.
C. The Executive Board at its discretion may establish periodic assessments for this Corporation from time to time.
D. All those authorized signers to the Corporation’s accounts shall be bonded in an amount determined appropriate by the Executive Board.
ARTICLE IV – MEMBERSHIP
Membership in the Corporation shall be open to all parents or guardians of students currently participating in the marching band and its associated or related activities.
ARTICLE V – MEETINGS
The Corporation shall have at least three (3) general meetings each year, one meeting held in August, one meeting in March for elections, and the other held prior to summer vacation. Additional and Special meetings may be called at the discretion of the Executive Board. Any action to be taken by the Members at a meeting shall be by a simple majority vote of the Members present at said meeting.
ARTICLE VI - EXECUTIVE BOARD
The Executive Board shall consist of only the elected officers, the Band Director and the Past President.
A. The Executive Board shall meet when necessary to transact business between the general membership meetings. It shall be empowered to make all decisions of the Corporation during the interim between these meetings.
B. One-half of the voting members of the Executive Board are required to conduct the business of the Executive Board.
ARTICLE VII - OFFICERS
A. The elected officers of this Corporation shall be a President, First Vice President(s), Second Vice President(s), Third Vice President(s), Secretary(s), Treasurer, and Assistant Treasurer. The Past President may serve as an ex-officio officer of the Executive Board. These officers and the Band Director shall comprise the Executive Board. The Band Director and the Past President shall be non-voting members of the Executive Board.
B. The term of office shall commence on May 15 and continue until May 14 of the next year. All officers shall serve without salary or remuneration of any kind.
C. No person should serve in the same office more than two consecutive terms unless no other candidate is willing to serve for that office. Officers must be the parent or guardian of a student currently participating in the marching band and its associated or related activities during the term of office.
ARTICLE VIII – ELECTION OF OFFICERS
A. The President shall appoint a Nominating Committee consisting of at least six (6) members not later than January 15 of each year. Two members shall be representatives from the Executive Board and at least four (4) shall be from the membership at large, all of whom may also be eligible for office.
B. The Nominating Committee shall prepare a slate of candidates, which will be presented to the general membership at the annual March general meeting. There shall be at least one candidate proposed for each office, with all candidates listed for any and all offices. Additional nominations may be made from the floor with the prior consent of the person being nominated. Nominees shall be current Members of the Corporation and shall be a Member during the ensuing term of office. The candidates’ slate will be provided to the Members prior to the March general meeting.
C. Election of officers shall take place at the March general meeting and election shall be by vote of a simple majority of those Members present.
ARTICLE IX – DUTIES OF OFFICERS
A. PRESIDENT shall preside at all general membership and Executive Board meetings. He/She shall act as an ex-officio member of all committees except the Nominating Committee. The President shall prepare a complete listing of all current students participating in the marching band and its associated or related activities. This list shall be distributed to committees, which require the use of such information. The President and Band Director shall be the only authorized persons to initiate the use of the telephone chain. The President shall appoint an Auditing Committee following the close of the current term of office of the Treasurer.
B. FIRST VICE-PRESIDENTS shall perform the duties of the President in cases of that person’s absence, and shall plan fund raising events for the upcoming year, present same to the Executive Board for approval, get school district approval for events, prepare and distribute schedules, necessary handouts/order forms for events, collect and remit money to the Treasurer, coordinate delivery and distribution of fund raising orders and provide a detailed report of individual credit to the Treasurer after each event.
C. SECOND VICE-PRESIDENTS shall perform the duties of the presiding office in the absence of the President and/or First Vice-Presidents and shall coordinate/oversee uniform and guard equipment sizing, distribution, repair, manage uniform closet, handle away event ticket sales, coordinate hospitality and refreshments as needed.
D. THIRD VICE-PRESIDENTS shall perform the duties of the presiding office in the absence of the presiding officers, and shall chair the annual “Spectacle In Sound” (Spectacle) event. One Third Vice-President is responsible for recruiting visiting bands and direct contact with those band directors; the second Third Vice President coordinates all committees needed for Spectacle; together, they support each other as needed.
E. TREASURER shall: (1) Receive and retain custody of all Corporation and student funds, pay bona fide debts if within the purview of the annual budget or as approved by the Executive Board, and maintain an accurate record of all receipts, disbursements, assets and liabilities; (2) Render financial reports when requested by the President and at all general meetings of the Corporation; (3) Provide records to be audited by May 14th of each calendar year; (4) Prepare the annual budget and submit it for approval to the Executive Board prior to the school’s summer vacation; and (5) Prepare, maintain and file all pertinent reports and returns necessary for the Corporation to retain its tax-exempt status.
F. ASSISTANT TREASURER shall assist the Treasurer in his/her duties.
G. SECRETARIES shall include recording, corresponding and public relations. The recording secretary shall take meeting minutes and distribute them at the next regular meeting; the corresponding secretary shall prepare the parents directory and mailings; the public relations secretary shall act as photographer and be liaison with local newspapers and other media.
H. PAST PRESIDENT may serve as the advisory officer and may serve as a non-voting member of the Executive Board.
ARTICLE X – EXEMPT STATUS
No part of the net earnings of the Corporation shall inure for the benefit of, or be distributable to its Members, officers, or other private persons, except that the Corporation shall be authorized to make payments and distributions in furtherance of the purposes set forth in Article II above. No substantial part of the activities of the Corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these By-Laws, the Corporation shall not carry on any activities not permitted to be carried on (a) by a Pennsylvania non-profit corporation; (b) by a corporation exempt from Federal Income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or (c) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE XI - VACANCIES
In the event that any elected officer of the Corporation becomes unable to perform his/her duties, the Executive Board shall appoint a replacement to fill the vacancy.
ARTICLE XII – INDEMNIFICATION
A. The Corporation shall indemnify any Member, Officer, agent or employee (and his or her personal representative and heirs), whether or not then in such capacity, to the fullest extent permitted by Subchapter D of the Pennsylvania Nonprofit Corporation Law of 1988, 15 Pa. C.S. A. §§ 5741 – 5750, and any successor provisions thereto, which is incorporated by reference herein (“Subchapter D”).
- The foregoing rights of indemnification shall be in addition to, and not exclusive of, any other rights to which a Member, Officer, agent or employee may be entitled under any bylaw, agreement, vote of the Executive Board or Members (pursuant to Article XII C) or otherwise, provided, however, no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
- Unless ordered by a court, any indemnification under this Article XII shall be made by the Corporation only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Subchapter D. Such determination shall be made: (a) by the Executive Board by a majority vote of a quorum consisting of Officers who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or, if obtainable, a majority of the Executive Board so directs, by a vote of a quorum of the members who were not parties to such action, suit or proceeding.
ARTICLE XIII - AMENDMENTS
A. It is intended that the Executive Board review these By-Laws annually.
B. These By-Laws, or any section thereof, may be amended or repealed by a simple majority vote of the Members present at a general meeting. Notice of the proposed amendment shall be made available to the general membership in advance of the meeting at which the amendment is to be voted upon.
ARTICLE XIV – DISSOLUTION
Upon dissolution of the Corporation, the Executive Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner as the Executive Board shall determine, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of by the Common Pleas Court of Montgomery County, exclusively for such purposes, or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purpose.
PRESENTED TO THE GENERAL MEMBERSHIP FOR ADOPTION – March 3, 2003
UPDATED, APPROVED AND ADOPTED BY THE GENERAL MEMBERSHIP – March 3, 2003