Band By-Laws

ARTICLE I
MEMBERSHIP
Section 1.
The original members shall be David Boehmer, Jim Bousquet, Don Dewar, Rob Dickie, Ian
Eastmure, George Farnworth, Brad Johnson, Stan Litch, Calum MacDonald, Neil MacBeth, Jeff
Page, Rich Preston and Kevin Weeres. Members shall be those individuals who have attained
the age of 18 years; have demonstrated a commitment to the purposes of the corporation by
participating in at least seventy-five percent (75%) of the scheduled band practices in six (6)
consecutive months, unless excused by the Board of Directors; agree to abide by the rules and
By-Laws of the corporation; agree to participate to the fullest possible extent in all recognized
activities of the corporation. After a six-month (6) probationary period, a candidate for
membership shall be judged by the Board of Directors on the basis of the above requirements.
Section 2.
Junior membership shall be sponsored by the pipe major or drum sergeant and may attend
general meetings of members but shall have no vote in or at such meetings.
Section 3.
Membership shall not be transferable in any way, whether voluntary, involuntary, or by operation
of law
Section 4.
All the rights, powers and privileges of membership shall cease upon the member’s death or
resignation.
Section 5.
The corporation shall hold at least one (1) meeting of members each year. An annual general
business meeting of members shall be held on the Sunday after Thanksgiving for the purpose of
hearing the annual report and for making nominations of candidates for election of officers.
Special meetings of members shall be called by the president and held, upon notice as hereafter
provided, at the request of any member.
Section 6.
In all matters coming before the membership for action, a majority of the members shall
constitute a quorum and, a quorum having been established, a majority vote of those present shall
decide the matter. Each member shall have one vote. However, an individual whose membership
has expired due to nonpayment of annual dues and has not been reinstated shall have no vote.
Section 7.
The secretary shall give ten (10) day’s written notice of all meetings of the members by mailing
or by e-mailing, the same to each member’s last designated address or e-mail address. The notice
shall state the time and place of the meeting and the purpose of the meeting.
Section 8.
Each member and junior member shall pay annual dues at such times and in such amount as shall
be fixed by the Board of Directors. A member’s membership shall expire on the thirtieth (30th)
day after the date for payment of annual dues if his/her dues remain unpaid as of such date. Any
former member whose membership has expired pursuant to the immediately preceding sentence
may be reinstated to membership by payment of such annual dues on or before the sixtieth (60th)
day after his/her membership expired.
ARTICLE II
DIRECTORS
Section 1.
The business of the corporation shall be managed by the directors, who may take any action
which is not prohibited by law or the certificate of incorporation, or reserved to the members.
Section 2.
The first board of directors shall consist of three directors. Boards subsequent to the first shall be
of such number as the membership shall from time to time determine.
Section 3.
The president, secretary and treasurer of the corporation shall be directors. The directors shall
hold office for a term of one year or until their respective successors qualify.
Section 4.
The directors shall appoint the pipe major.
Section 5.
Vacancies in the Board of Directors occurring during the year shall be filled by majority vote of
the remaining directors.
Section 6.
The first meeting of each newly elected board shall immediately follow the election. Thereafter,
the Board hold meetings as required; the minutes of which shall be made available to the general
membership. No notice need be given of the first meeting. The secretary shall give ten (10)
day’s written or e-mail notice to each director of all special meetings. This requirement may be
waived with the unanimous agreement of all members of the Board of Directors. A special
meeting shall be called on the request of any director.
Section 7
At all meetings, a majority of the directors shall constitute a quorum and, a quorum having been
established, the majority vote of those present shall be necessary to take any action.
Section 8
Unless otherwise provided in these By-Laws, the disbursement of corporation funds in
furtherance of the corporation’s purposes in such forms as are contemplated by the certificate of
incorporation shall be within the sole discretion of the directors. The directors may conduct
activities to raise funds for such purposes and may receive funds for corporate purposes from any
source. The directors may administer such funds in accordance with the terms of the receipt
provided such terms are not at variance with the corporation’s purposes.
Section 9
The directors shall not approve or make any disbursement which directly or indirectly inures to
the private financial benefit of any member, director or officer (other than for reimbursement of
expenses or reasonable compensation for services actually rendered) and shall take all actions
reasonably necessary to recover any such disbursement subsequently discovered to confer such a
benefit; provided, however, that the members, having evidenced an interest in the corporation’s
purposes, may also have interests in other institutions providing related programs or may relate to
individuals participating in such programs, in which case no disbursement will be deemed to be
prohibited under this section if made pursuant to the remainder of this section. If a particular
disbursement is known by any director to benefit a particular member, or in the event that such a
benefit is alleged to exist, the directors shall appoint an individual, who shall not be made a
member, a director, an officer or an employee of the corporation, who shall not be informed of
the identity of the member involved and who shall report to the directors in writing whether the
making of the contemplated disbursement would be consistent with the corporation’s purposes,
applying such criteria as shall have been previously applied by the directors in similar situations
not involving members. Upon receipt of a report that the contemplated disbursement would be
consistent with the corporation’s purposes and previously applied criteria, the Board of Directors
may make the disbursement as proposed.
ARTICLE III
OFFICERS
Section 1.
The officers of the corporation shall consist of a president, secretary, treasurer and pipe major.
The positions of quartermaster and business agent may also be filled at the discretion of the
members.
Section 2.
Each officer of the corporation must be a member and, except for the pipe major, shall be elected
annually by the members at the annual meeting of members. The candidate for office that
receives a plurality of votes cast shall be elected to that office and shall accede to office
immediately following the election.
Section 3.
A member shall be eligible to be an officer of the corporation only if such member has been a
member for at least one year; is active in the corporation’s affairs, having attended at least fifty
percent (50%) of the corporation’s meetings and practices during the immediately preceding
year; and has paid currently all membership dues.
Section 3.1.
No member of the band shall occupy more than one office at any given time unless under special
circumstances as directed by the board of directors. [2006 AGM]
Section 4.
Nominations for election to office will be received from the floor at such general meeting of
members according to the procedures in parliamentary authority set forth in Article IV of these
By-Laws.
Section 5.
The nominees for each office shall be announced to the assembly of members at the annual
meeting of members and a separate vote taken for each office. Voting for and election of officers
shall be by secret ballot according to the procedures in parliamentary authority set forth in Article
IV of these By-Laws. The secretary shall distribute and collect ballots. Two directors, neither of
whom are candidates, shall count completed ballots in front of the assembly of members and
shall announce the name of the duly elected officer for one office before preceding to the vote for
the next office.
THE PRESIDENT
Section 6.
The president shall be the chief executive officer of the corporation, shall preside at all meetings
of the members and the Board of Directors, shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of the Board of Directors
are carried into effect.
Section 7.
The president shall sign and execute contracts except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officers or agents of the
corporation.
Section 8.
The president shall countersign with the treasurer all bank cheques of the corporation.
Section 9.
The president, in conjunction with the board of directors, shall appoint all committees and shall
be an ex-officio member of all committees. [2005 AGM]
THE SECRETARY
Section 10.
The secretary shall attend all meetings of the Board of Directors and all meetings of members
and record all proceedings of such meetings in a book to be kept for that purpose and shall
perform like duties of any committees when required. The secretary shall be responsible for all
mail and e-mail correspondence for the corporation and shall supply and maintain a membership
list. He/She shall give, or cause to be given, notice to all meetings of the members and special
meetings of the Board of Directors or president, under whose supervision he/she shall be.
THE TREASURER
Section 11.
The treasurer shall have the custody of the corporate funds and securities, shall collect all dues,
and shall keep full and accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name and to the credit
of the corporation in such depositories as may be designated by the Board of Directors.
Section 12.
The treasurer shall disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to the president and
the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an
account of all his/her transactions as treasurer and of the financial condition of the corporation.
Section 13.
The treasurer shall have the financial books and records of the corporation audited for any fiscal
year when the operating budget is in excess of $10 000 or for such periods as the Board of
Directors deems suitable.
Section 14.
The treasurer shall countersign with the president all bank cheques of the corporation.
PIPE MAJOR
Section 15.
It shall be the duty of the pipe major to be responsible for discipline at practices and Band
engagements; to be responsible for the selection and interpretation of all music used by the Band;
to be responsible for the selection of playing members for the Band engagements; to arrange
percussion accompaniment with the drum instructor, who is usually the leading stroke; and to
appoint the drum sergeant. The pipe major shall have the authority to ask the Board of Directors
to recall a member’s uniform for an infraction of discipline. The pipe major shall be an exofficio
member of all committees, but may be duly appointed by the president to a committee as
a voting member of such committee.
QUARTERMASTER
Section 16.
It shall be the duty of the quartermaster to distribute band equipment to members as authorized
by the pipe major and to keep records of band equipment disbursed to band members. An
inventory of equipment shall be given to the board of directors prior to each annual general
meeting, so that this inventory may be made to the incoming board of directors. A receipt for the
equipment received by a member shall be signed by the quartermaster and the member receiving
said equipment.
BUSINESS AGENT
Section 17.
It shall be the duty of the business agent to solicit playing engagements for the Band. The
business agent may have the authority, in consultation with the Pipe Major, to accept or reject
any requests for playing engagement, to set the fees for said engagement, and may accept free
charity engagements, according to the policy established by the Board of Directors.
ARTICLE IV
PARLIAMENTARY AUTHORITY
Section 1.
The parliamentary authority for all proceedings at the meetings of the general membership or of
the Executive Committee shall be the current edition of ROBERT’S RULES OF ORDER,
NEWLY REVISED, unless otherwise prescribed by these By-Laws of the incorporation charter.
ARTICLE V
OTHER PROVISIONS
Section 1.
The corporation shall open such bank accounts as the directors shall deem necessary or
advisable. Any cheque or other disbursement shall be signed by two (2) officers, the president
and treasurer. In the event that one of these officers is unavailable, an alternate officer may be
appointed by the Board of Directors.
Section 2.
The fiscal year of the corporation shall begin on October 1st and end on September 30th .
Section 3.
These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by two
third (2/3) vote of the members, at any regular meeting of the members or at any special meeting
of the members. Written or e-mail notice of such meeting stating the place, date, and hour of the
meeting must be given to the general membership 30 days prior to the meeting scheduled for
such purpose.