(As Amended May 23, 2022)
Article 1
Name
Section 1. The name of the organization is The West Michigan New Horizons Music Ensembles, Inc. (“WMNHME”).
Article 2
Purpose
Section 1. The purpose of the Corporation is: to create New Horizon ensembles (bands, orchestras, music ensembles, and groups) which create music or provide education for adults of all ages in West Michigan. The organization will provide opportunities to play and perform music in a group setting, support the growth of all New Horizons organizations, provide public relations activities, support opportunities for growth of the Corporation, and establish, accept and administer voluntary contributions to accomplish the authorized activities and purposes of this Corporation.
Article 3
Board of Directors
Section 1. The concerns, direction and management of the WMNHME will be vested solely in its Board of Directors. By majority vote, the Board of Directors will determine policy, control finances, establish annual membership dues and elect Board members.
Section 2. The Board of Directors shall be composed of not less than seven (7) and not more than eleven (11) members in good standing in the Corporation. Two (2) of those Board members at any given time may be from outside the membership of WMNHME. Persons from outside the membership of WMNHME shall be leaders in the community and/or persons in the field of music and the arts.
Section 3. After having solicited potential candidates from the general membership and contacts within the community, the Music Director will present a list of candidates to the President and Vice President. A mutually-agreed upon slate of candidates will then be presented for the Board’s approval each spring for the next fiscal year.
Section 4: Officers will be voted on during the last Board meeting of the current fiscal year. In consultation with the Music Director, the Board President will recommend a slate of officers for approval by the current Board members as well as incoming new Board members who are physically in attendance.
Section 5: Each Board member is encouraged to participate in at least one ongoing or temporary committee. The Board President may assign members to committees.
Section 6. The term of appointment of a Board member shall commence on the first day of the fiscal year of the Corporation. The term of appointment is for three (3) years. If a Board member wishes to extend his/her term on the Board, a vote of the Board is needed to authorize such an extension.
Section 7. As Board members’ terms expire, vacancies on the Board will be filled by vote of the Board of Directors.
Section 8. Vacancies arising by reason other than expiration of term may be filled by the Board of Directors at any regular meeting. The director elected to fill such a vacancy shall serve for the remainder of the unexpired term of the director whose office has become vacant.
Section 9. Directors, officers and members of committees will be classed as volunteers and will not receive any salaries or fees for services, but may be reimbursed for any reasonable expenses incurred in fulfilling their duties, provided reimbursement is authorized by the Board of Directors.
Section 10. A director may be removed by a vote of two-thirds of the entire Board of Directors.
Section 11. Quorum. At all meetings of the Board of Directors, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of the majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise provided by the applicable law or these by-laws.
Section 12. Meetings may be conducted where the members of the Board of Directors are physically present, or where they participate by electronic means under circumstances where all members may hear each other, such as a telephone conference call.
Section 13. Action without a meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors are notified and a quorum votes in writing or through electronic mail on a resolution.
Section 14. Notice. Notice of meetings of the Board of Directors shall be given by first class mail, telephone, facsimile, electronic mail or by hand delivered notice, and shall be given not less than five (5) days nor more than fifty (50) days before the date of the meeting except in the case of an emergency.
Article 4
Officers
Section 1. The officers of the WMNHME shall be President, Vice-President, Secretary, and Treasurer.
Section 2. The officers of the Corporation shall be elected annually by the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his/her successor has been duly elected.
Section 3. Elections will be decided by simple plurality of those directors voting in the election.
Section 4. Resignation by any director or officer may be made by notice of resignation submitted to the President or to the Board of Directors.
Section 5. Vacancies of officer positions arising by reasons other than by expiration of term may be filled by the Board of Directors at its next meeting. Any officer elected by the directors to fill a vacancy will serve for the remainder of the unexpired term of the officer whose office has become vacant.
Article 5
Duties of Officers
Section 1. President. The president shall be the principal executive officer of the Corporation and shall, in general, supervise and control all the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors. He/She may sign, with the secretary or any other officer of the Corporation so authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, these by-laws or by statute to some other officer or agent of the Corporation. In general, the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 2. Vice President. The Vice-President will act as the presiding officer in the absence of the President. The Vice President will assist and work closely with the President and perform those duties assigned by the Board of Directors.
Section 3. Secretary. The Secretary will record minutes of all meetings of the Board of Directors, assist the Board of Directors in maintaining accurate records of membership and serve as the repository of minutes of the Board of Directors and its committees. The Secretary will assist the Board of Directors in conducting the general correspondence of the WMNHME and supplying information to the Board regarding the annual meeting and other business of the Association. The secretary will turn over to his successor all the WMNHME records promptly upon completion of his term.
Section 4. Treasurer. The Treasurer will keep an accurate account of all fees, dues and assessments, and be responsible for the prompt payment of all bills. He/She shall be responsible to present all records, files and accounts needed for auditing at the end of the fiscal year and to give a report of the current income and expenses at each regularly scheduled meeting of the Board of Directors. The Treasurer shall be responsible for submitting income tax returns, if necessary, at the end of the fiscal year, and can be bonded at the discretion of the Board of Directors. He/She will turn over to his successor all records promptly upon completion of his term.
Article 6
Committees
Section 1. The Board of Directors may appoint committees to facilitate their work. Committees can be ongoing or for a specified period of time. Each committee will be given a specific mandate by the Board and will report regularly to the Board. When the annual budget is being developed, each committee should give the Finance Committee a recommendation of their expenses for the coming budget year. The chair of each committee will be appointed by the Board unless the chair is specified as ex officio. Additional committee members will be appointed by the Board in consultation with the committee chair. A member of the Board of Directors will serve as a committee member of each committee. Members who are not on the Board of Directors, as well as Board members, may serve as committee members. The following committees are ongoing:
a. Grants Committee:
Members: Chair and at least two additional members.
Mandate: Become acquainted with funding agencies and foundations and propose to the Board which to pursue after being given direction from the Board for a specific project that needs funding. Develop a proposal for the agency and present it to the Board for approval.
b. Finance Committee:
Members: The Treasurer of the Board (Chair) and at least two additional members.
Mandate:
(1) Develop an annual budget and present it to the Board for its approval.
(2) In consultation with the Music Director, recommend goals to the Board for the Annual Fund Drive and for the Grants Committee for inclusion in the budget.
(3) Receive the monthly financial reports, monitor the financial performance to date, and report to the Board any problems that arise.
c. Membership Committee:
Members: Chair and at least two additional members.
Mandate:
Promote WMNHME by designing and implementing programs to seek new members.
Section 2. The Board of Directors may appoint such additional committees as may be needed.
Section 3. Committee chairs will organize and direct the affairs of their committees and will be responsible for submitting a written status report of the activities of their committees to the Board of Directors at each meeting of the Board of Directors and at such other times as are requested by the President.
Section 4. Quorum. At all meetings of committees, a majority of the members shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of the majority of the members present at any meeting at which there is a quorum shall be the act of the committee.
Section 5. Meetings. Meetings may be conducted where the members of the committee are physically present, or where they participate by electronic means under circumstances where all members may hear each other, such as a telephone conference call.
Section 6. Action without a meeting. Any action required or permitted to be taken by a committee may be taken without a meeting if all members of the committee consent, in writing, to the adoption of a resolution authorizing the action.
Section 7. Notice. Notice of meetings of committees shall be given by first class mail, telephone, facsimile, electronic mail or by hand delivered notice, and should be given not less than five (5) days or more than fifty (50) days before the date of the meeting.
Article 7
Annual Meeting of Board of Directors
Section 1. The Board of Directors will have one annual meeting, open to the entire membership of WMNHME, to be held at such time and place as shall be fixed by the Board of Directors. The agenda of the meeting may include, but not be limited to: (a) Minutes of the last annual meeting; (b) President’s Report; (c) Treasurer’s Report (d) Committee Reports; (e) Unfinished Business; (f) New Business; (g) Announcement of the following season’s Board of Directors.
Section 2. Additional meetings of the Board of Directors may be called at the discretion of the President of the Board of Directors, with notice to Board members as provided in these by-laws.
Section 3. The annual meeting of the Board of Directors will be open to anyone who is a member in the WMNHME. Only Board members, however, are entitled to vote.
Section 4. There will be a detailed financial statement prepared for the Board of Directors at the time of the annual meeting.
Article 8
Indemnification of Officers and Directors
Section 1. To the extent permitted by law, the Corporation will indemnify and hold harmless its current or former directors and officers from and against any claims, actions, lawsuits and similar matters that arise out of their efforts in pursuance of the Corporation’s business, including the costs incurred by them in defending against any claim action or lawsuit. The Corporation may purchase and maintain insurance on behalf of the directors or officers against any liability, claim, action or lawsuit which may be asserted against them.
Article 9
Amendments
Section 1. By-Laws. The Board of Directors may amend or repeal these By-Laws at any meeting of the Board of Directors by a vote of two-thirds of the entire Board of Directors.
Section 2. Certificate. The Board of Directors may amend the Certificate of Incorporation at any meeting of the Board of Directors by a vote of two-thirds of the entire Board of Directors.
Article 10
Dissolution of the Organization
Section 1. In the event of dissolution, all of the remaining assets and property of the Corporation shall, after necessary expenses, be distributed to such organizations as the Board of Directors shall determine and which shall qualify under Section 501c(3) of the Internal Revenue Code.
Article 11
Liability Insurance
Section 1. The Corporation, at the discretion of the Board of Directors, may purchase general liability insurance for the conduct of any authorized business.
Article 12
Execution of Documents
Section 1. The Board of Directors may authorize any officer or agent of the Corporation to enter into any contract or to execute and deliver any document in the name of, and on behalf of, the Corporation. Such authority may be general or may be confined to specific instances.
Section 2. Funds of the Corporation may be deposited to the credit of the Corporation, from time to time, with the depositories that are selected by the Board of Directors.
Section 3. All checks or other orders for the payment of money or notes issued in the name of the Corporation shall be signed by the officer(s) or agent(s) of the Corporation authorized to sign them, in the manner determined from time to time by resolution of the Board of Directors.
Section 4. Endorsements for deposit to the credit of the Corporation in any of its authorized depositories may be made by any officer of the Corporation, without countersignature.
Article 13
Fiscal Year
Section 1. The fiscal year of the WMNHME will be based on a 12 month period. Its first fiscal year will end on June 30, 2009.
Article 14
Miscellaneous
Section 1. Whenever the words “he” or “his” are used, they should be interpreted to also mean “she” or “her.”
Section 2. A member in good standing shall be defined as one who pays dues and is up to date with dues payments. Whenever the word “member” is used, it is to mean “member in good standing.”
Section 3. The parliamentary authority governing deliberations of the WMNHME shall be “Robert’s Rules of Order.” Nevertheless, the order and manner of the conduct of business may be altered or suspended at any meaning by a majority vote of the members present.
