BYLAWS OF MARCH MADNESS MARCHING BAND, INC.
Enacted December 2, 2011
ARTICLE I – NAME, PURPOSE
Section 1: The name of the organization shall be March Madness Marching Band, Inc. (hereinafter, “MMMB”).
Section 2: MMMB is organized exclusively for charitable, scientific and educational purposes, more specifically for music and dance education and performances, and the promotion of Central Kentucky civic and cultural activities.
Section 3: Pursuant to KRS Chapter 273, MMMB was incorporated on January 26, 2010 in the Commonwealth of Kentucky as a Non-profit Corporation.
ARTICLE II – MEMBERSHIP
Section 1: MMMB uses a secret blend of local music, local dance, local art and local funk to produce a product of the highest quality. Members are expected to add to this recipe joyfully, with respect for all band members and audiences, and with professionalism in all practices and performances.
Section 2: Membership in MMMB is voluntary, and any member may resign at any time, without being required to state a reason. Resignation is distinguished from taking a leave of absence from MMMB. If someone who has resigned later wishes to rejoin MMMB, s/he must explain to the Board of Directors (used interchangeably with Steering Committee), in writing, how circumstances have changed. The Board may, by majority vote in person or via e-mail, reinstate an individual who previously resigned from MMMB.
Section 3: The Board may, by majority vote in person or via e-mail, terminate an individual band member’s membership at any time.
Section 4: To be eligible to vote in a given year’s elections, a band member must be an adult currently active in MMMB (not on a leave of absence), and have participated that calendar year in 3 MMMB practices + 3 MMMB performances.
Section 5: MMMB may begin charging dues, upon 2/3 majority vote of all Board members.
ARTICLE III – ANNUAL MEETING
Section 1: The date of the regular annual meeting of MMMB members shall be set by the Board of Directors, who shall also set the time and place.
Section 2: Notice of the annual meeting shall be given to each voting member, by email, not less than ten days before the meeting.
Section 3: The Board of Directors will set the agenda for the annual meeting. Individual members may submit in writing, no later than one week prior to the meeting, one or more topics they request be added to the agenda.
Section 4: Ratification of the slate of Officers and Ministers, and of the online election At-Large directors, will occur as the first item of business at the annual meeting.
ARTICLE IV – BOARD OF DIRECTORS
Section 1: The Board is responsible for overall policy and direction of the March Madness Marching Band. The Board shall have up to 13 and not fewer than 7 members. Other than reasonable expenses, Board members receive no compensation for performing the duties of Directors, Officers, and Ministers.
Section 2: The term “Steering Committee” may serve as an exact substitute for the term Board of Directors.
Section 3: Meetings and Actions.
A. The Board shall meet at least 4 times per year, at an agreed upon time and place. The Board shall be empowered to make most decisions electronically during the interim between these meetings.
B. A quorum must be attended by at least 50 percent of the Board members before business can be transacted or motions made or passed at Board meetings. Other decisions may be made electronically, by a majority vote unless otherwise specified.
C. An official Board meeting requires either constructive notice by all Board members, or that each Board member be sent an electronic message at least 10 days prior to the meeting.
Section 4: Elections.
A. At least one month before the annual meeting of the membership, the current Board of Directors will nominate a slate of Officers and Ministers, but only for those positions that have expiring terms or vacancies.
B. After the nomination of the slate, all eligible MMMB members may participate in an electronic process of nominations and elections for the At-Large seats on the Board.
C. Ratification of the slate of Officers and Ministers, and of the online election At-Large directors, will occur as the first item of business at the annual meeting.
D. All Officers and Ministers shall serve 4 year terms, but are eligible for reelection. At-large Members of the Board shall serve 2 year terms, but are eligible for re-election.
ARTICLE V – OFFICERS AND DUTIES
Section 1. There shall be four officers of the Board, consisting of a President, Vice President, Secretary, and Treasurer. Their duties are as follows:
A. The President shall convene regularly scheduled Board meetings and shall preside or arrange for other officer(s) to preside at each meeting.
B. The Vice-President shall perform the duties of the President in cases of that person’s absence (unless other arrangements have been made) and will oversee projects and chair committees on special subjects as designated by the Board.
C. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
D. The Treasurer shall make a financial report at each Board meeting. Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, pay bills and otherwise fulfill MMMB’s financial obligations, and make financial information available to Board members and the public.
Section 2: There shall be a least three members of the Board with direct responsibility for MMMB music, choreography, and publicity. Their titles and duties are as follows:
A. Minister(s) of the Grooves shall have responsibility for: selecting musical arrangements; deciding performance set lists in consultation with the Minister(s) of the Moves; evaluating the abilities of individual musicians; and teaching songs to band members in regular practice sessions.
B. Minister(s) of the Moves shall have responsibility for: selecting choreography to accompany MMMB’s arrangements; consultation about set lists with the Minister(s) of the Grooves; evaluating the abilities of individual color guard members; and teaching routines during regular practice sessions.
C. Minister(s) of the Message shall focus on MMMB’s brand—visual images, written materials, and media outreach representing MMMB’s activities and character.
Section 3: At least 2 and up to 4 additional, At-Large members of the Board shall be elected annually by all MMMB members eligible to vote.
Section 4: When a vacancy on the Board exists, nominations for new interim members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.
Section 5: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a 12-month period. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 6: Special meetings of the Board shall be called upon the request of the President or one-third of the Board. Notices of special meetings shall be sent out by the President or the Secretary to each Board member.
ARTICLE VI – COMMITTEES
Section 1: By a majority vote in person or electronically, the Board may create committees as needed. Board-appointed committee chairs may or may not be Board members.
Section 2: The Treasurer is chair of the Finance Committee, which includes three or more other Board members, all of whom have waived the right to compensation for any and all services provided to MMMB. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with other Board members. The budget must be approved by a majority of all Board members who have waived compensation, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board members waiving compensation. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VII – PUBLIC APPEARANCES
Section 1: The procedure for scheduling of events shall be as follows: requesting individual/organization shall complete and submit a Performance Request form. The Board shall vote on whether to add the event/performance to the RSVP Spreadsheet. Each band member has the opportunity to indicate his or her interest and availability for all performances included on the RSVP Spreadsheet. The Board then makes a final decision, with strongest weight given to the opinion of the Minister of the Grooves about whether there are enough musicians in each section to provide a high quality performance.
Section 2: In accordance with MMMB’s mission, the band usually performs for no charge in public parades and at events that support other charities. For performances at for-profit events, MMMB requires financial payment for MMMB and/or in-kind compensation for participating band members. A majority of Board members can vote to waive this requirement for any specific event.
Section 3: It is the Board’s goal to create a performance rider for large events, to set terms with event hosts/sponsors about space requirements, set logistics, and other details that facilitate artist preparation and event-day comfort.
Section 4: Based on event specifics and participating band members, the Minister(s) of the Grooves and the Minister(s) of the Moves together determine set lists for each performance.
Section 5: The Minister(s) of the Grooves and the Minister(s) of the Moves are authorized to disqualify from specific public performances any member deemed by the Ministers to be deficient in necessary skills, or to have insufficient command of the specific material (including staging and cues, as well as music and choreography).
ARTICLE VIII – CONFLICT OF INTEREST POLICY
Section 1: Members of the March Madness Marching Band (MMMB) Board of Directors must avoid conflicts of interest in the exercise of duties. Therefore:
A. No member of the Board of Directors shall participate in a discussion, action, or decision in which s/he has or appears to have a direct or related personal interest, without disclosure of the fact. Any possible conflict of interest on the part of any Board member should be disclosed to the other members of the Board when the interest becomes a matter of Board, or Board-sanctioned discussion and/or action.
B. Decisions about allocation of MMMB funds shall be made only by Board members who have formally waived their rights to monetary compensation for goods and/or services provided to MMMB. Each discretionary payment to a Board member (or a business owned or co-owned by a Board member) requires a majority vote among Board members who have waived all compensation. Such votes may be conducted either in person or via electronic mail.
C. So that the Treasurer will participate in all decisions about compensation, the MMMB Treasurer must waive his or her rights to monetary compensation for all goods and/or services provided to MMMB. The Treasurer (and any other Board member) may be reimbursed for reasonable, Board-approved expenses made on behalf of MMMB.
Section 2: All Board members will receive and sign a copy of this conflict of interest statement.
ARTICLE IX – INDEMNIFICATION
Section 1: MMMB shall indemnify any Member, Officer, or agent (and his or her personal representative and heirs), whether or not then in such capacity, to the fullest extent permitted by Kentucky Revised Statutes Chapter 273 and any successor provisions thereto.
ARTICLE X – AMENDMENTS
Section 1: These By-laws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of March Madness Marching Band on December 2, 2011.