BYLAWS OF
TENNESSEE WIND SYMPHONY INC.
I. NAME-
This corporation shall be known as Tennessee Wind
Symphony.
II. PURPOSE-
This corporation is formed for educational purposes
within the meaning of Section
501(c)3 of the Internal
Revenue Code of 1954. In addition, its
objectives shall be:
A. To
contribute positively to the musical environment of the areas it serves,
whether local,
state, national or international;
B. To
provide an opportunity for the highest quality musical education, expression
and
development;
C. To
provide an opportunity for contact between and among musicians of advanced
Proficiency;
D. To reaffirm and foster the role of adult
bands in America.
III. MEMBERSHIP
A. ELIGIBILITY FOR MEMBERSHIP
1. Membership
is by invitation only to musicians of advanced proficiency. There
shall be two classes of Membership:
a. Full-time Membership
b. Full-time Student Membership
2. Temporary Members may be invited to fill a
need for a specific concert.
B. MEMBERSHIP CRITERIA
1. Band Size- The following shall serve as an
instrumentation guideline:
8
flutes 8
horns
2 oboes 14
trumpets
4 bassoons 8
trombones
14 clarinets 4
euphoniums
4 alto saxophones 6 tubas
2 tenor saxophones 1 string bass
1 baritone saxophone 7 percussion
2 bass clarinets
2. How Selected- To achieve and maintain the
preferred instrumentation, new
musicians will be invited to become Members only as
needed. All prospective Members may be
required to audition. The audition may
be conducted by the director or his designee.
Primary Membership emphasis shall be adult, and, if a potential adult
Member and a potential student Member are equally qualified, consideration
shall be given to the adult.
3. Termination- Membership may be terminated for
failure to maintain musical
proficiency, excessive absences, or inability to
contribute to the general
objectives of the Band.
C. DUTIES AND RESPONSIBILITIES OF MEMBERS
1. Musical
Proficiency- Members
are expected to maintain a level of musical
proficiency consistent with the general objectives of the
Band.
2. Attendance- Members shall make
every effort to attend all rehearsals and
concerts. Absences should be communicated to the
Personnel Manager through the established channels. Excessive absences without
proper notification to the Personnel Manager may result in termination.
Requests can be made for a short or long term leave of absence by emailing the
Personnel Manager. Leaves of absence are subject to the approval of the Board
of Directors. In the event that the personnel manager is unavailable, the
membership will be advised of an alternate point of contact.
3. Membership
Dues are payable during the month of January, and are
delinquent after January 31. Members joining after July
1 shall pay one-half the
dues for their Membership. Students continuing their education may elect
to pay
one-half their dues with full voice and no vote. Once
dues are delinquent, “members” cannot perform until dues are paid. Failure to
pay dues may result in termination from the group. Financial hardships should
be brought to the attention of the Board of Directors.
4. Elections- Members shall elect
the Board of Directors; shall recall same by
majority vote; and shall have final say in selection
and dismissal of the
Conductor(s).
5. Concert Dress- Concert dress shall be determined by
the Board and adhered to
by the entire Membership.
6. Recruitment- All Members are urged to bring
to the attention of the Conductor
and Board of Directors talented musicians for
possible Band Membership.
7. Fund Raising- The Membership shall approve
major fundraising activities.
8. Resignation- A Member intending
to resign shall give notice to the Board of
Directors and the resignation will be accepted after
all Band properties have been returned.
9. The Conductor or Board of Directors may
request an individual in each section
to assist with record keeping and other
appropriate tasks as needed.
IV. BOARD OF DIRECTORS
A. EXECUTIVE
AUTHORITY- The executive authority of the corporation is vested in a
Board of Directors whose duties shall include:
1. Management
of the general affairs of the corporation, taking all action which is in
the best interest of the corporation
2. Management of the financial affairs of the corporation
a. Establish
an annual budget including the amount of dues and any Staff
compensation
b. Ensure
adequate funding of the annual budget
c. Plan
and execute major fund raising projects, subject to approval by a
majority of the Band
3. Determination
of the timing and location of concerts
4. With
the approval of the Membership, the appointment and dismissal of the
Conductor(s)
5. Appointment and dismissal of any additional Staff
6. Annual review of all Staff
B. COMPOSITION
1. Officers
a. Elected
Officers- To the extent possible, elected officers are to be elected
by the Membership for terms beginning
immediately following elections.
Odd numbered years: President and Secretary
Even numbered years: Vice-president, Treasurer, and Personnel Manager
b. Appointed Officers- To the extent possible,
appointed officers are to be
appointed by the Elected Officers for terms beginning
immediately following appointments.
Odd numbered years: Communications/Marketing
Coordinator and
Librarian
Even numbered years:
Fund Coordinator and Stage/Property Manager
c. All officers shall be Full Members; each
shall have one vote.
2. Staff- The Conductor(s)
and other Staff shall be ad hoc Members of the Board
with voice but no vote. If the Conductor is a Full Member and pays
dues, he/she shall have voice and vote as a TWS Member.
C. ELECTlONS/TERMS
1. Nominating Committee- The Nominating Committee shall be
elected in October
and shall consist of three Full Members. Two
shall be elected by the Membership and one shall be appointed by the Board and
shall serve as chairperson. No more than
one Member shall be currently serving on the Board.
2. Election
of the Board
a. The
slate of officers selected by the Nominating Committee shall be
presented at least two weeks before the Annual
Meeting. At the meeting
in which the slate is presented, the floor shall
open for nominations and
remain open until the election.
b. The
elections shall take place at the Annual Meeting and shall be
conducted according to Robert's Rules of Order.
c. Only
Full Members shall cast votes.
d. A
majority vote is necessary for election.
3. Term
a. Term
of office shall be two years beginning immediately following
elections. In the event that the calendar date of
elections falls slightly
before or after the two year mark, the new officer
will still begin
his/her term immediately following elections.
b. Officers may serve a maximum of two full
consecutive terms. However, in
the event of extenuating circumstances, upon the
approval of the Board of Directors, an officer may be nominated and may run for
additional terms or may be appointed for additional terms.
c. Resignations/Replacements- Board Members may be subject to recall
by
a majority vote of the Membership. Terms of replacements shall coincide
with the terms of those replaced. Appointed positions made empty by
resignation or recall shall be filled by replacements
appointed by the
Board.
Elected positions made empty by resignation or recall shall be
filled by election of the Membership.
D. DUTIES
1. President- The President shall be the Chief
Executive Officer of the Band; shall
preside at all meetings of the Membership and the
Board; shall see that all orders
and resolutions of the Board are carried into
effect; shall have the power to sign
and execute all contracts, instruments and
conveyances, to sign checks, drafts,
notes and orders for the payment of money as
directed by the Board in the name
of the Band, and to appoint and discharge agents
and employees with approval
of the Board; and shall have the general powers
and duties of supervision and
management usually vested in the office of President.
2. Vice
President- The
Vice President shall be responsible for social and special
events, for concert house management such as
programs, tickets, ushers, and
shall perform such duties as may be delegated by
the Board of Directors. If the
President is absent or is unable for any
reason to perform the duties of office, the
Vice President shall perform the duties and
exercise the powers of the President.
3. Secretary- The Secretary shall
keep the minutes of all meetings of the Board
and of the Membership; shall perform all the
duties incident to the office of
Secretary; shall perform such other duties as
may be prescribed by the Board;
and shall have charge of all non-financial papers
not otherwise specified
herein.
4. Treasurer- The Treasurer shall
have charge of all funds of the Band and of their
collection and disbursement under the direction of the
Board; shall keep a record
of all monies received and paid out, making a
report of same to the Board on at
least a quarterly basis; and whenever necessary and
proper shall endorse on
behalf of the Band for collection, checks, notes,
and other obligations and shall
deposit same to the credit of the Band in a financial
Institution selected by the
Board; shall annually present a budget for
approval by the Board; shall prepare
and report information to government bodies as
necessary to maintain tax
exempt and not-for-profit status; shall maintain a
list of equipment owned by, or
on loan to, the Band, and shall assign a
monetary value to each item; and shall
perform other duties appropriate to the position of
Treasurer.
5. Communications/Marketing
Coordinator- The
Communcations/Marketing
Coordinator shall promote and publicize all
activities of the Band and serve as
Band historian. He/she shall also help maintain the TWS
Website and social
media outlets.
6. Property/Stage
Manager- The
Property/Stage Manager shall be responsible for
arranging for rehearsal and concert halls; shall be
responsible for setting up
chairs, stands, and equipment for all rehearsals and
concerts; shall obtain
special instruments as requested by the Conductor(s),
shall monitor the loaning
and care of Band instruments.
7. Librarian- The Librarian shall
obtain, file, store, and distribute band music; shall
distribute and collect music folders at all rehearsals
and concerts; and shall be responsible for the transportation of the folders to
all concert and rehearsal sites.
8. Fund Coordinator- The Fund Coordinator shall develop and
coordinate projects
to raise funds; shall serve as the Band
representative to the Knoxville Arts
Council and oversee the Band’s participation
in any fund raising activities of the
Council; and shall originate, write and manage
grant applications and manage
the Band's participation in matching fund
programs.
9. Personnel
Manager- The
Personnel Manager shall maintain an accurate record
of attendance; shall maintain and distribute a
Membership list; shall greet new
Members, obtain pertinent information from
them, and give them a "New Member
Packet” containing at least
a Membership list and the constitution and bylaws.
V. STAFF
A. CONDUCTOR(S)
1. Duties
a. The
Conductor(s) shall be accountable for all musical decisions, including
selection and interpretation of music, number of
musicians for specific small group performances, guest artists, and all other
things which are logically and reasonably the responsibility of the
Conductor(s) as determined by the Board.
b. With the approval of the Board and in
cooperation with the Personnel
Manager, shall utilize temporary musicians when it is
in the best interests of the Band. Payment and performance/rehearsal requirements
of Temporary Musicians must be approved by the Board.
c. The
Conductor’s specific responsibilities, compensation, and other
details will be outlined in a contract established by
the Board. The contract will be reviewed annually.
2. Selection
a. A
Search Committee of from three to five Full Members shall be appointed
by the Board.
The Search Committee, using its discretion, shall follow these general
guidelines:
(1) Make appropriate advertisements of
the opening
(2) Request and review resumes
(3) Interview prospective candidates
(4) Recommend candidates to the Board
b. The Board shall
(1) Interview the
proposed candidates
(2) Invite qualified candidates to conduct one or
more rehearsals of the
Band, some music to be chosen by the candidate and
some by the Board
c. A simple majority of the full Membership
shall select a Conductor. Full
members with dues paid in full will receive a ballot
to vote.
3. The number of Conductors shall be determined
by the Board.
B. OTHER
STAFF may be appointed by the Board as necessary to carry out such
functions of the Band as the Board directs.
C. ANNUAL REVIEW of Staff shall be conducted
to ensure satisfactory job performance.
This includes a review of the contract, and
should occur in October.
VI. MUSIC
A. SELECTION- Suggestions of
music may be made by any Member to the Conductor(s).
B. APPROVAL- Every effort shall
be made by the Conductor(s) to consider suggestions
of music from the Membership.
VII. MEETINGS
A. BOARD MEETINGS
1. Meetings
of the Board shall be called when the President or three Board
Members deem it necessary.
2. Board
meetings shall be open to the Membership.
3. There
shall be no fewer than one Board Meeting per quarter.
B. ANNUAL MEETING
1. The
annual meeting shall be held at the second rehearsal of a new calendar
year.
2. The
annual meeting shall be held for the purpose of electing officers, receiving
reports of officers and committees, and for any other
business that may arise.
C. QUORUM
1. Board
of Directors: a simple majority of the Board shall constitute a quorum.
2. Membership:
a simple majority of the current voting Membership shall constitute
a quorum.
3. The President can declare a quorum of the
Board of Directors in emergency
situations when all reasonable forms of communication
have been
exhausted.
D. VOTING
1. A quorum is necessary at any meeting in
order to conduct business.
2. Voting
shall be completed either by electronic ballot or in person.
3. Each
Full Member shall have voice and one vote.
4. Each
Student Member under age 18 shall have voice but no vote. Student
Members age 18 and older shall have voice and
vote.
5. Temporary
Members shall have neither voice nor vote.
6. Staff
shall have voice but no vote. In the
event a Staff person is also a Full
Member paying dues, they shall retain all
rights and responsibilities of Full
Membership, including voice
and vote.
VIII. BUDGET AND FUNDS
A. FISCAL
YEAR- The
fiscal year shall begin January 1.
B. ANNUAL
BUDGET- An
annual budget for their area of responsibility shall be submitted
to the Treasurer by each officer or standing
committee as appropriate.
C. COMPLIANCE- In its
organization, operation and dissolution, the Band shall in every
instance comply with the terms of the Tennessee
Nonprofit Corporation Act.
D. FUNDS- shall be deposited
in a local financial institution in the name of
Tennessee
Wind Symphony. All monies drawn on the account
shall bear the signature of the
Treasurer, or the President,
or, only when acting for the President, the Vice President.
All monies drawn in excess of $1,000 shall
require a second signature.
IX. PROPERTY
A. CARE
OF BAND PROPERTIES-
Users of the Band's instruments and properties shall
be responsible for their routine maintenance and
repair. Cost of major repairs not due
to negligence shall be borne by the Band. Determination of responsibility for costs
shall be made by the the Board.
B. RESPONSIBILITY DUE TO LOSS- Users of the Band's
instruments and properties
shall be responsible for returning them in a
condition acceptable to the Board. In the
case of accident, theft, or negligence, the
borrower shall be responsible for replacement
with an acceptable equivalent. Determination of an acceptable equivalent
shall be
made by the Board.
X. COMMITTEES- Special committees
may be appointed by the Board and/or the Chair of the
Nominating Committee.
Standing committees shall include the Nominating Committee and
any other deemed necessary.
A. NOMINATING
COMMITTEE
1. Duties
a. Nominate
candidates for the elected offices
b. Report
these candidates to the Membership at the first rehearsal of the
calendar year
c. Maintain
a list of interested prospective Board Members
2. Term shall be one year or when the next Nominating
Committee is elected in
October.
XI. PARLIAMENTARY AUTHORITY- The rules contained in the current
edition of Robert's Rules of
Order shall govern the corporation in all cases to
which they are applicable and in which they are not inconsistent with these
Bylaws or any special or standing rules, or rules of order which the
corporation may adopt.
XII. DISTRIBUTION OF ASSETS
ON DISSOLUTION- Should this corporation ever be dissolved,
or should its existence terminate, all the
assets of the corporation shall be distributed to adult
bands/an adult band that are/is tax exempt under
Section 501(c)(3) of the Internal Revenue
Code of 1954 and such distribution shall be in
accordance with the terms of Tennessee Code
Annotated 48-64-101, et seq. In
case there are no suitable adult bands, all assets may be
disbursed only to organizations exempt from income tax
under the provisions of Section
501(c)(3) of the Internal
Revenue Code of 1954, or to the federal, state, or local government
for a public purpose. No part of the assets of this corporation
shall ever be distributed to or
used for the benefit of any Member, Director, or
Officer of the corporation, or any private
individual or private entity. The selection of which organization(s}
shall receive the distribution
of assets on dissolution shall be chosen by a
simple majority vote of the Board at their last
meeting.
XIII. AMENDMENTS- Amendments to these
Bylaws may be proposed by any Full Member or by
the Board. The proposal shall be placed on the
website for the duration of two calendar weeks
and the Membership shall have this time period to
post any request for clarification via email to
the President.
If a quorum exists, a two-thirds majority may pass the proposed change.
XIV. RATlFICATlON- The Constitution and Bylaws shall take
effect when it has been accepted by
two-thirds of the Full Members present and voting
at a regular meeting of the corporation.
Originally ratified as separate Constitution and Bylaws the
fourth day of February, 1992.
Combined into one document and approved by the Membership on June 19, 2001.
Organization name changed from Knoxville Concert Band to East Tennessee Concert
Band by a change to the bylaws, approved by the Membership on June 19, 2001.
Revised by the Board of Directors in July/August 2008.
Revised and Approved by the Membership on November 18, 2008
Revised by the Board in February/March/April 2018.