Bylaws of Union Band Parents Club, Inc. Revised April 2017 Article I Name Principal Office Section 1.1. The name of this Corporation is the Union Band Parents Club, Inc. Section 1.2. Its principal office is located at Union High School, 6636 South Mingo Road, Tulsa, Oklahoma 74133. Article II Objectives Section 2.1. To encourage and maintain an enthusiastic interest in the various programs of the Union Band Program. The term Union Band Program, as used herein, shall include all instrumentalists, and the Color /Winter Guard grades six (6) through twelve (12). Section 2.2. To cooperate with and be supportive of the directors of the Union Band Program, school administration, and school board in promoting the best interests of student participants. Section 2. 3. To build and maintain an organization which assists student participants and promotes the general activities of the Union Band Program. Section 2.4. The organization is organized exclusively for the charitable, scientific, literary or educational purposes within the meaning of section 501[c][3] of the Internal Revenue Code or corresponding section of any future federal tax code (hereinafter referred to as Internal Revenue Code ). Article III Membership Section 3.1. Membership in this Corporation shall be open for enrollment for the upcoming school year beginning June 1 st of each fiscal year and is available to any parent or legal guardian or family member of a student participant in the Union Band Program as well as all Union Bands directors, assistant directors, and section technicians. All members of this Corporation, in good standing, shall be entitled to vote at any regular or special meeting, and to exercise all other privileges of membership. Section 3.2. A member in good standing shall be defined as: a. any parent, legal guardian or family member of a student participant who is interested in the progress and development of the Union Band Program, having paid dues for the current fiscal year, and whose Student Fund account does not reflect a negative balance.
b. any Union Bands directors, assistant directors, or section technicians having paid dues for the current fiscal year. Section 3.3. Associate membership in this Corporation shall be open to any person who is interested in the progress and development of the Union Band Program. Associate members of the Corporation may not be elected to the Board of Directors, nor are they entitled to vote in any regular or special meeting. They are accorded all other privileges of membership, including standing for appointment to the committees of the Corporation. Article IV Meetings Section 4.1. An annual General Membership meeting of the Corporation shall be held in March or April of each year on a date, time, and place to be established by the Board of Directors, for the purpose of electing officers and for the transaction of such other business as may come before the membership. Section 4.2. There shall be a minimum of six regularly scheduled General Membership meetings, inclusive of the annual meeting, each school year. Section 4.3. Notice of the time of any annual, regular, or special General Membership meeting shall be provided to members by U.S. mail, e-mail, Union Bands Website or telephone call at least five (5) days before the date of such meeting. If the meeting is a special General Membership meeting, the notice shall state the time, place, and purpose of such meeting. Section 4.4. The President or, in his/her absence, the Vice President/Chief Financial Officer, shall preside at all meetings. Section 4.5. At every such meeting, each member of the Corporation in good standing shall be entitled to cast one vote. Section 4.6. A quorum for the transaction of business at any such meeting shall consist of twenty five (25) members in good standing. Actions and elections performed by the general membership shall be by a simple majority of those members present. Voting by proxy will not be permitted. Section 4.7. The members in good standing of this Corporation shall have the power by a majority vote at any such meeting to remove any officer or Director from office. Article V Board of Directors Section 5.1. The business and property of the Corporation shall be managed by a Board of Directors of not less than eight (8) nor more than twenty-one (23) offices, to which officers shall be elected by the members of the Corporation in good standing at the annual meeting. a. Each Board of Directors member shall be a member of the Corporation in good standing. 2
b. Persons standing for election to the Board of Directors must have been members in good standing for at least one school year prior to assuming a Board of Directors position, or must receive approval to stand for election upon review by the Board of Directors. c. If any board member, during their term, falls out of good standing for more than sixty (60) days, they may be removed from office at the discretion of the Board of Directors. Section 5.2. The Board of Directors shall be composed of the elected officers of the Union Band Parents Club, Inc. Section 5.3. Ex-officio members of the Board of Directors may include the Director of the Union Band Program, a Parliamentarian, the officers-elect, and a representative of the Union Public Schools administration. Other directors may be invited as guests as needed. Section 5.4. Meetings of the Board of Directors shall be scheduled by the President or, in his/her absence, by the Vice President. a. Board of Directors meetings shall be scheduled no less frequently than the meetings of the general membership held during each school year and scheduled a minimum of five (5) days prior to each such general membership meeting. b. The president will coordinate regular meetings with the Director of the Union Band Program so that the meeting dates are included in the band calendar. Special general membership, or general membership meetings not on the band calendar, require e-mail or equivalent notification, calculated to be received no less than five (5) days prior to the date of the special meeting. c. Board of Directors meetings shall be open to all members of the Corporation; however, there is no requirement that the general membership receive notices of regular or special meetings of the Board of Directors. Non-board members attending meetings shall not be entitled to participate in the discussion of agenda items unless invited to do so by the President. d. Any member of the Board of Directors may request that the President schedule a special meeting of the Board of Directors. If the President refuses, or fails to schedule a meeting within ten (10) days of the request, a minimum of three members of the Board of Directors may jointly issue a notice of special meeting complying with the notice requirements of Section 5.4(b). e. If any member desires to have an item for discussion placed upon the agenda, such member shall submit a written request to the President, which must be received by the President prior to the dissemination of the meeting notice. The President and/or the Vice President has the responsibility and discretion to determine what items shall appear on the agenda for any Board of Directors meeting. f. The agenda for each regular meeting of the Board of Directors shall allow for the opportunity for attendees to address the Board of Directors on any issue related to the governance and/or operation of the Corporation. Each person seeking to address the Board of Directors should be allowed up to five (5) minutes to make a statement; however, the President has the discretion to limit the total time devoted to this agenda item at any particular meeting. g. If a majority of the Board of Directors members present so determine, the Board of Directors may adjourn to executive session to discuss matters of a legal or sensitive nature. Section 5.5. Each corporate office represented on the Board of Directors, whether held by one person or more shall be entitled to one vote in all meetings of the Board of Directors. Officers-elect will have no vote. 3
Section 5.6. A quorum of no less than five Board of Directors members shall be present for the Board of Directors to conduct business. Actions by the Board of Directors shall be determined by a simple majority of those members present. Voting by proxy will not be permitted. Section 5.7. Vacancies on the Board of Directors may be filled on an interim basis by appointment by a vote of the Board of Directors to serve until the next regularly scheduled membership meeting, at which time an election will be held to fill the vacancy. Section 5.8. Additions of corporate office and the addition of Board of Directors members to fill new offices shall be approved by a vote of the membership. a. A position description and rationale for the addition of a new corporate office shall be presented to the membership for a simple majority approval. b. The election of a member to a new corporate office of the Board of Directors shall follow the same procedures as described in Article VII Elections of these bylaws. Section 5.9. At each annual membership meeting, the Board of Directors shall submit a statement of the activities of the Corporation during the preceding year, together with a report of the condition of the Corporation s tangible property and general financial condition. Article VI Officers Section 6.1. The officers of Union Band Parents Club, Inc. shall be President, Vice President/Chief Financial Officer, Chief Operating Officer, Property Manager, Secretary, Concession Director, Concessions Treasurer, Two (2) High School Student Accounts Treasurers, Middle School Student Account Treasurer, Disbursements Treasurer, Information Director, Fundraising Director, Fundraising Treasurer, Merchandise Director, Uniform Director, Guard Logistics Director, Special Events Director, Off-Site Coordinator, Drillers Coordinator, Feed the Band Coordinator, Hospitality Coordinator, Corporate Relations. Any office may be shared by more than one person, subject to voting restrictions listed in Article V, Section 5.5. Section 6.2. The responsibilities of the office of PRESIDENT shall be, but not limited to, the following: a. To preside at all meetings of the Board of Directors and of the general membership. b. To issue notice of all Board of Director and membership meetings. c. To sign all written contracts for the Corporation, after Board of Directors approval. d. To appoint all committees. e. To work with the Treasurers and Director of the Union Band Program on all aspects of the budget process. f. To be an ex-officio member of all committees. g. To perform all other duties as are indicative of the office. Section 6.3. The responsibilities of the office of the Vice President/Chief Financial Officer shall be, but not 4
a. To assume the duties of the President in his/her absence. b. To oversee the transactions of the organizations treasurers. c. To work with the President and the Director of the Union Band Program to set the budget. d. To reconcile student accounts with the organizations primary financial books. e. To establish appropriate banking accounts to support the operation of the Corporation. f. To prepare and present monthly financial reports for the Board of Directors and General Membership. g. To prepare, maintain and file all pertinent reports necessary of the Corporation to retain it s standing as a sanctioned student support organization by the Union School Board. Section 6.4. The responsibilities of the office of Chief Operating Officer shall be, but not limited to, the following: a. To assume the duties of President in the absence of both the President and the Vice President. b. To manage the travel of the Union Band Parents Club c. To manage the logistics of the Union Band Parents Club. d. To perform all other duties as are indicative of the office. Section 6.5. The responsibilities of the office of PROPERTY MANAGER shall be, but not limited to, the following: a. To manage and maintain an inventory of the support equipment owned by the Union Band Parents Club, Inc. b. To perform all other duties as are indicative of the office. Section 6.6. The responsibilities of the office of SECRETARY shall be, but not limited to, the following: a. To attend and keep minutes of all Board of Director and membership meetings. The Secretary shall submit to all Board of Director members a copy of the previous meetings minutes prior to the next meeting. b. To have custodial responsibility for all Union Band Parent Club, Inc. original documents, contracts, corporate seal, etc. c. To attend to all correspondence of the Corporation. d. To post minutes from the preceding meeting at membership meetings and make approved corrections. e. To manage functions of certain assigned subcommittees such as, but not limited to, social, refreshment, and bus admiral committees. f. To perform all other duties as are indicative of the office. Section 6.7. The responsibilities of the CONCESSION DIRECTOR(s) shall be, but not limited to, the following: a. To manage operations and maintain an inventory of items for resale at the concession stand. b. To perform all other duties as are indicative of the office. Section 6.8. The responsibilities of the CONCESSION TREASURER shall be, but not limited to, the following: a. To serve as the treasurer for all financial transactions related to Concessions. b. To manage operations and maintain an inventory of items for resale at the concession stand. 5
c. To perform all other duties as are indicative of the office. Section 6.9. The responsibilities of the office of STUDENT ACCOUNT TREASURER(S) shall be, but not a. To maintain all student account transactions in Charms. b. To provide Charms financial reports at all Board of Directors meetings. c. To perform all other duties as are indicative of the office. Section 6.10. The responsibilities of the office of DISBURSEMENTS TREASURER shall be, but not a. To receive and retain custody of all Corporation funds, and maintain an accurate record of all receipts. b. To establish appropriate banking accounts to support the operation of the Corporation. c. To approve and disburse all expenses for the business of the organization. d. To work with the President, the Vice President/Chief Financial Officer, and the Director of the Union Band Program to set the budget. e. To reconcile all banking statements monthly and provide reconciliation reports at all Board of Directors and membership meetings. f. To assume the duties of Chief Financial Officer in his/her absence. g. To perform all other duties as are indicative of the office. Section 6.11. The responsibilities of the office of INFORMATION DIRECTOR shall be, but not a. To attend to advertising for all activities sponsored or approved by the Board of Directors. b. To communicate with all communications media to publicize activities and accomplishments of student participants in the Union Band Program. c. To coordinate the Union Bands website. d. To organize, edit and post the Union Band Parents Club, Inc. newsletter on the website. e. To oversee all mass e-mailings for the organization. f. To perform all other duties as are indicative of the office. Section 6.12. The responsibilities of the office of FUNDRAISING DIRECTOR shall be, but not a. To continually seek out and present all fund raising ideas to the Board of Directors. b. To manage all fund raising programs approved by the Board of Directors. c. To select members for fund raising committees, upon consultation with the President. d. To perform all other duties as are indicative of the office. Section 6.13. The responsibilities of the office of FUNDRAISING TREASURER shall be, but not a. To serve as the treasurer for all fundraising activities of the organization. b. To maintain accurate student account fundraising ledgers. c. To assist the Fundraising Director in providing fundraising activities. d. To perform all other duties as are indicative of the office. 6
Section 6.14. The responsibilities of the office of MERCHANDISE DIRECTOR shall be, but not a. To manage the inventory and sale of all approved flow-through items owned by or assigned to the Corporation concerning merchandise. Flow-through items are defined as items purchased in advance for later resale at no loss to the Corporation. b. To continually seek out and present all merchandise ideas to the Board of Directors. c. To perform all other duties as are indicative of the office. Section 6.15. The responsibilities of the office of UNIFORM DIRECTOR shall be, but not limited to, the following: a. To assist the Director of the Union Band Program with uniform distribution and collection. b. To manage the inventory and sale of approved flow-through items owned by or assigned to the Corporation concerning student uniforms. Flow-through items are defined as items purchased in advance for later resale at no loss to the Corporation. c. To perform all other duties as are indicative of the office. Section 6.16. The responsibilities of the office of GUARD LOGISTICS DIRECTOR shall be, but not a. To assist the guard director in all areas of logistics for the fall and winter guard. b. To serve as a liaison to the board, ensuring the needs of the guard are considered in planning. c. To perform all other duties as are indicative of the office. Section 6.17. The responsibilities of the office of SPECIAL EVENTS DIRECTOR shall be, but not a. To coordinate and organize all aspects of the annual Fall Renegade Review and other fall marching contests as required. b. To coordinate and organize all aspects of the annual spring Winter Guard competitions hosted by UBPC. c. To coordinate and organize all aspects of any solo/ensemble contest hosted by Union Bands. d. To select members for committee chairs, upon consultation with the President. e. To perform all other duties as are indicative of the office. Section 6.18. The responsibilities of the office of OFF-SITE COORDINATOR shall be, but not a. To be the primary liaison between the Board of Directors and off-site entities which provide fundraising work opportunities. b. To coordinate work schedules for off-site work events. c. To be a member of the Fundraising Committee. d. To coordinate with the Treasurer(s) to ensure off-site payments are distributed accurately to student accounts for those individuals who worked each scheduled event. e. To perform all other duties as are indicative of the office. 7
Section 6.19. The responsibilities of the office of FEED THE BAND COORDINATOR shall be, but not a. To coordinate meals and snacks for all Union Band members, staff, and support staff for organizational functions. b. To perform all other duties as are indicative of the office. Section 6.20. The responsibilities of the office of HOSPITALITY shall be, but not limited to, the following: a. To coordinate and manage all hospitality venues for events held for and by the Union Bands and/or the Union Band Parents Club Inc. b. To perform all other duties as are indicative of the office. Section 6.21. The responsibilities of the office of CORPORATE RELATIONS shall be, but not a. To manage and maintain the building of relationships with corporate donors and alumni. b. To perform all other duties as are indicative of the office. Article VII Elections Section 7.1. A nominating committee shall be appointed by the President no later than January of each year to nominate officers for the succeeding year. Section 7.2. The nominating committee shall submit a report to the membership at the annual meeting, at which time elections will be held for the succeeding year. Only members in good standing may vote. Section 7.3. A motion shall be entertained to accept nominations from the floor after the report has been made. a. Nominees must meet the qualifications for election to the Board of Directors as specified above in Article V, Section 5.1. b. The prospective nominee must give prior written consent to the nomination. c. The names of the current nominees presented to the nominating committee at the time of the general membership meeting a month prior to elections shall be announced to the membership. Article VIII Term of Office Section 8.1. Officers elected at the annual meeting will assume their positions on June 1 of each year. Newly elected officers will serve as ex-officio members of the Board of Directors, working 8
with the current officers to learn the responsibilities of their positions from date of election to June 1. Refer to Article V, Section 5.3. Section 8.2. The term of office is for one year or until a successor is elected and takes office. Section 8.3. No officer shall serve more than two (2) consecutive terms in the same office, unless no successor is elected, and the current officer agrees to serve an additional term. Section 8.4. Any officer or independent contractor of the Union Band Parents Club, Inc. may be removed or terminated by a majority vote of the Board of Directors whenever, in the judgment of the Board of Directors, the best interests of the Corporation will be served thereby. Article IX Financial Transactions Section 9.1. All banking accounts shall bear the authorized signatures of the President, Vice President/Chief Financial Officer, Chief Operating Officer, and Disbursement Treasurer of the Corporation. All concession accounts shall also bear the authorized signature of the Concession Treasurer. All Fundraising Accounts shall also bear the authorized signature of the Fundraising Treasurer. Section 9.2. In April of each year the Board of Directors shall appoint a financial review committee consisting of at least two (2) members of the Corporation in good standing, exclusive of the current serving officers, to audit the financial books and records of the Corporation. In the event a committee cannot be appointed, an independent review shall be conducted. Section 9.3. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except when paid as remuneration for services provided to the Corporation. Private persons or entities that perform services for the Corporation for remuneration must be selected by the Board of Directors through an acquisition procedure determined by the Board of Directors in the best interests of the Corporation. Section 9.4. All acquisitions, dispositions, loans and rentals of assets, products or equipment owned by the Corporation must be approved in advance by the Board of Directors. Section 9.5. Student Account records shall be maintained for each student. Student Account bookkeeping records shall be maintained separately from the accounting records of the General Fund and Special Funds. Monies received by the Corporation which are credited to Student Accounts shall not be used for the Corporation s operations, except in emergency situations and as approved by the Board of Directors, to a maximum amount of $10,000 for each such emergency. a. Funds raised by a student, an immediate family member, guardian of the student or an unrelated third party, such funds being cash or checks paid to the Corporation on behalf of the individual student and the value of earned credit for volunteer time and designated funds raising efforts, shall be credited to the student s individual account. In the event an unrelated third party generates credit to the students account that arise from volunteer hours or designated fund raising efforts, the unrelated third party shall first be required to document 9
their wishes pursuant to the corporation s procedures, as may be set by the Board of Directors from time to time. b. Funds in a student s individual account shall be used to pay for the student s share of trip costs, obligations and specific items identified and approved by the Board of Directors. c. Funds in a student s individual account at the end of any academic year shall carry forward to the following academic year, as long as the student continues as a participant in the Union Band Program. d. Upon leaving the program, whether by completion of the Student s senior year or due to circumstances that cause the Student to quit participation in the Union Band Program, funds deposited to the student s individual account will be debited from the exiting student s account and transferred to the General Fund by May 31 st of the fiscal year, unless the exiting student has a sibling in the program, in which case, all funds may be transferred to the sibling s account if requested in writing from the parent/guardian. Any exceptions must be approved by the President, Vice President/Chief Financial Officer, and the Chief Operating Officer. Section 9.6. The General Fund shall be maintained for the operation of Union Band Parents Club, Inc. Bookkeeping records for the General Fund shall be maintained separately from Student and Special Funds. a. The Vice President/Chief Financial Officer and the Director of the Union Band Program, with the assistance of the President, Vice-President, and Disbursements Treasurer shall submit a General Fund budget to the Board of Directors and the general membership for approval at the respective May meetings. Approval of the budget authorizes the Director of the Union Band Program to commit to expenditures outlined in the budget as needed, provided the Disbursements Treasurer has determined sufficient cash is available to the General Fund to cover the expenditure. If funds must be borrowed from Student Funds or special Funds, Board of Directors approval is required before the commitment is made. At each Board of Directors meeting, General Fund revenues and forecasted budget expenditures will be reviewed to determine if projected General Fund revenues will support the budget, or if the budget expenditures should be modified. b. Requests for unbudgeted disbursements from Board of Directors or committee members in excess of $100.00 for any single disbursement must have prior approval of the Board of Directors. c. All requests for disbursements must include proper documentation as defined by the Vice President/Chief Financial Officer, and Disbursements Treasurer before a check is written. Section 9.7. Special Funds consist of contingency, special projects or pass-through funds that are not designed to benefit the General Fund. Special Funds are established by vote of the Board of Directors for a specific short-term purpose. a. Booking records for the Special Funds shall be maintained separately for the Student and General Fund. b. The Board of Directors will determine who is authorized to approve disbursement from Special Funds. 10
c. All requests for disbursements must include proper documentation as defined by the Vice President/Chief Financial Officer and Disbursements Treasurer before a check is written. d. Special Funds may be reallocated for other uses by a vote of the Board of Directors. Section 9.8. The President, Vice President/Chief Financial Officer, Chief Operating Officer, Concession Treasurer, or Disbursements Treasurer shall have the authority to make purchases necessary to sustain the ongoing operations of the concession stands. Disbursements for capital items require approval by the Board of Directors. Section 9.9. The Director of Union Band Program will submit student requests for financial assistance to the Board of Directors for approval after review by the Vice President/Chief Financial Officer or President. All requests for assistance shall be held in strictest confidence. a. Financial assistance will not be awarded if the parent of a student requesting assistance is going on the trip. b. No more than fifty (50) percent of the student obligation of costs shall be awarded to any single individual. c. To be eligible for financial assistance, a student must demonstrate good faith effort to the advantage of fund raising opportunities. d. Students must have complied with the conditions of previous financial assistance before being considered for additional financial assistance. Article X Fiscal Year Section 10.1. The fiscal year of the Corporation shall be from June 1 through May 31. Article XI Standing Committees Section 11.1. The Board of Directors shall appoint and approve standing committees as necessary. Article XII Policies and Procedures Section 12.1. In accordance with the Bylaws, the Board of Directors shall determine the manner and mechanism by which policy-making and policy implementation shall be undertaken and such determination shall be set forth in the Policies and Procedures Manual. Policy decisions are the responsibility of the Board of Directors and subject to the provisions of the Bylaws. As new policies are created or existing policies are amended, revised or abolished as a result of actions taken by the Board of Directors, the Policies and Procedures Manual shall be revised accordingly. All changes to the Policies and Procedures Manual, which are not as a result of previous actions by the Board of Directors or Bylaws, shall be presented to the Board of Directors for its review and action. Article XIII 11