Bands Of The Villages By-Laws

ARTICLE I – NAME

a. The name of the organization shall be Bands of the Villages (BOTV).

b. The organization address shall be 3145 Hillside Lane, The Villages, Florida, 32162

ARTICLE II – PURPOSES

The following are the purposes for which BOTV has been organized:

a. To provide cultural benefits and musical entertainment to the community through concerts, 

    festivals, parades, and other performances.

b. To provide senior citizen musicians residing in The Villages, Florida the opportunity to 

    enhance their cognitive skills by playing a musical instrument in group performances.

c. To provide instrumental musical support to other community performing groups.

d. To raise funds through performances to support worthy charitable causes, particularly

    those involved in music and music education, senior health and support of our country’s 

    military families.

e. Other purposes determined appropriate from time to time by the Board of Representatives

    (Board) within the scope of the IRS Code Section 501(c)(3).

ARTICLE III – ACTIVITIES

a. None of the net earnings of the organization shall benefit, or be distributed to, its members,

    representatives, officers or other private persons. The organization shall be authorized

    and empowered to pay reasonable compensation for services rendered and to make

    payments and distributions in furtherance of the purposes of this corporation.

b. The organization will not attempt to influence legislation (except as provided by Section 

    501(h) of the Internal Revenue Code), and will not participate in, or intervene in (including

    the publishing or distribution of statements), any political campaign on behalf of , or in 

    opposition to, any candidate for public office.

c. Notwithstanding any other provisions of these bylaws, this organization shall not carry on

    any activities not permitted to be carried on (a) by an organization exempt from federal

    income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation,

    contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

ARTICLE IV – MEMBERSHIP

a. Membership in BOTV shall consist of instrumental musical groups formed by Villages

    residents and admitted by the vote of the Board of Representatives of the BOTV.

b. Membership is open to all musical instrumentalists residing permanently or seasonally in

    The Villages, Florida, and participating in approved musical groups without regard to race, 

    color, creed, ethnicity, sex, or any other prohibited discriminatory practice.

c. Membership in BOTV shall be voluntary without expectation of remuneration for

    participation.

d. The Music Director(s) will assign new members to a functional band(s) based on musical

    education, experience, ability and need.

e. The obligations of Membership are:

    1. To pay dues, if and when such are approved by the membership.

    2. To remit to BOTV all revenues received by participating bands, including but not

        limited to all stipends paid by The Villages and/or other sponsors for performances

        by members, and all proceeds of members’ fund raising efforts.

    3. To attend and participate in band rehearsals, concerts, and other performances as

        required by policies set by the Board and Music Director(s).

ARTICLE V – GENERAL MEMBERSHIP MEETINGS

    a. The annual General Membership meeting shall be held in April each year. The Board will

        fix the date, time, and place.

    b. The Secretary shall cause to be sent to every Member in good standing a notice telling

        the day, time, and place of such annual General Membership meeting.

    c. The presence of at least twenty-five percent (25%) of the Membership shall constitute

        a quorum at the annual General Membership meeting and shall be necessary to conduct

        the business of the BOTV.

    d. Special Membership meetings of BOTV may be called by the Chairman when he/she

        deems it for the best interest of BOTV. The Secretary shall be responsible for notifying

        the Membership at least ten (10) days before the scheduled date set for such special

        meeting. Such notice shall state the reasons that such meeting has been called, the 

        business to be transacted at such meeting, and by whose request it was called. 

        Notice may be given verbally at a rehearsal, by e-mail, letter or telephone; 

        and/or published on the BOTV website.

ARTICLE VI – NOMINATING AND VOTING

    a. At any annual or special meeting of the General Membership or Board of Representatives

        (see ARTICLE VII below), if a majority so requires, any question may be voted upon either

        by voice vote, show of hands, or by secret ballot.

    b. The process of nominating, voting, electing, and/or appointing candidates for the office 

        of Representative to the Board shall be the province and responsibility of the approved 

        member groups. This process will take place annually prior to the date set for the annual 

        meeting of the BOTV, and the results of such election and/or appointments must be 

        reported by the member groups to the Board Chairman prior to the date set for the annual 

        meeting.

    c. At meetings of the Board called for the purpose of election of BOTV Officers, ballots

        shall be provided and there shall not appear any place on such ballot that might

        tend to indicate the person who cast such ballot.

ARTICLE VII – BOARD OF REPRESENTATIVES

    a. The business of BOTV shall be managed by the Board consisting of Representatives

        from each of the approved member music groups. The number of representatives from 

        each group will be determined by the Board, and may vary depending on the number 

        and size of the participating groups.

    b. The Music Directors of participating bands shall be permanent members of the Board 

        with the right to vote on matters not directly affecting them personally.

    c. The regular term of office for all elected members of the Board of Representatives will 

        be two years, renewable by the election or appointment for additional two year terms. 

        In order to provide an orderly turnover of the Board of Representatives, half of the 

        participating groups will elect representatives in even numbered years, and half will elect 

        their representative in odd numbered years.

    d. Regular meetings of the Board shall be held four times a year as determined by the Board.

        The Chairman may call additional meetings as needed. Seventy-five percent (75%) 

        attendance shall constitute a quorum.

    e. Each Representative in a meeting shall have one vote, and such voting may not be done 

        by proxy.

    f. Vacancies in the Board shall be filled for the balance of the term by an appointed 

        or elected Representative from the appropriate group.

    g. A Representative may be removed when sufficient cause exists for such removal. Failure 

        to attend at least three of the four Board meetings in a calendar year may be cause 

        for removal. Removal of a Representative requires a two-thirds majority vote of 

        Representatives present. The Representative who is subject of the removal motion may 

        not vote on that motion.

ARTICLE VIII – OFFICERS

    a. The Officers of the Board shall be as follows: Chairman; Vice Chairman; Treasurer; 

        and Secretary.

    b. The Chairman, Vice Chairman, and Secretary will be members of the Board 

        of Representatives elected by the Board for two year terms at the Spring Board meeting. 

        The Treasurer will be a qualified BOTV member appointed to his/her position by the Board 

        of Representatives for an indefinite period.

ARTICLE IX – CHAIRMAN

    a. The Chairman or his/her designee shall be BOTV point of contact with appropriate entity 

        to negotiate use of rehearsal space, concert dates, and venues. He/she shall engage the 

        assistance and good counsel of the Bands, and Directors of Music in all such contracts.

    b. He/she shall preside at all meetings of the Membership and of the Board.

    c. He/she shall present (at each annual meeting of BOTV) an annual report of the activity 

        of BOTV during the prior year.

    d. He/she shall appoint all BOTV committees, temporary or permanent.

    e. He/she shall see that all books, reports and certificates required by law are properly kept 

        or filed.

    f. He/she shall be one of the appointed Representatives who may sign the checks or drafts 

        of BOTV.

    g. He/she shall have such powers as may be reasonably construed as belonging to the chief 

        executive of any organization.

ARTICLE X – VICE CHAIRMAN

    The Vice Chairman shall, in the event of the absence or inability of the Chairman to exercise 

    his/her office, become acting Chairman of BOTV with all the rights, privileges and powers 

    as if he/she had been the duly elected Chairman.

ARTICLE XI – TREASURER

    a. The Treasurer shall have the care and custody of all monies belonging to BOTV, and shall 

        be solely responsible for such monies or securities of BOTV.

    b. He/she shall cause all such monies to be deposited in a regular business bank or trust 

        company in the name of BOTV, and he/she must be one of the Representatives who shall 

        sign checks or drafts of BOTV. No special fund may be set aside that shall make it 

        unnecessary for the Treasurer to sign the checks issued upon it. He/she will maintain sub-

        accounting of activity and balances within the BOTV account(s) for the member groups.

    c. He/she shall render at stated periods as the Board shall determine a written account

        of the finances of BOTV, and such report shall be physically affixed to the minutes of such 

        meeting.

    d. He/she shall be responsible for filing tax returns, and otherwise exercise all duties incident 

        to the office of Treasurer.

ARTICLE XII – SECRETARY

    a. The Secretary shall record the minutes of all meetings of the Membership and of the 

        Board, and be the official custodian of records of BOTV to be kept in appropriate books.

    b. It shall be his/her duty to file any certificate required by any statute, federal or state.

    c. He/she shall give and serve all notices of meetings to members of BOTV.

    d. He/she may be one of the Representatives required to sign the checks and drafts of BOTV.

    e. He/she shall present to the Board, and/or to the Membership at any meetings, any 

        communication addressed to him/her as Secretary of BOTV.

    f. He/she shall attend to all correspondence of BOTV, and shall exercise all duties incident to 

        the office of Secretary.

    g. He/she shall collect and maintain copies of the official rosters of each of the member 

        groups.

ARTICLE XIII – MUSIC DIRECTORS

    a. The Music Directors of the member groups shall be appointed by the Board 

        of Representatives.

    b. The Music Directors, in consultation with the Board of Representatives, shall be

        responsible for all concerts, performances and rehearsals.

    c. The Music Directors shall have the final decision on all musical matters, including the 

        selection of music and musicians for performances.

ARTICLE XIV – SALARIES

    a. No Representative shall, for reason of his/her office, be entitled to receive any salary 

        or compensation.

    b. The Board shall hire and fix the compensation of any and all employees which they, 

        in their discretion, may determine to be necessary to conduct the business of BOTV, 

        following standard professional human resources practices for selection and 

        compensation.

ARTICLE XV – COMMITTEES

    All committees of BOTV shall be appointed by the Chairman with approval by the Board, 

    and the term of office of such committees shall be for a period of one year, or less if sooner 

    terminated by the action of the Board.

ARTICLE XVI – DUES

    No dues are in effect at the date of acceptance of these By-Laws. Should the financial 

    condition of BOTV change to indicate the need for Membership dues of each group named

    in ARTICLE IV, the amount of such dues will be determined by the Board and the levy of such 

    dues must receive prior approval by majority vote of the General Membership of BOTV.

ARTICLE XVII – TREASURY/FINANCES

    The Board must approve all BOTV treasury expenditures in accord with standing guidelines 

    and procedures.

ARTICLE XVIII – CONFLICT OF INTEREST

    a. Any Representative or Music Director with a financial interest in any transaction being 

        considered by the Board of Representatives has a duty to disclose such interest to the 

        Board of Representatives.

    b. A person has a financial interest if the person has, directly or indirectly, through business, 

        investment, or family:

        1. An ownership or investment interest in any entity with which the BOTV has a transaction 

            or arrangement,

        2. A compensation arrangement with any entity or individual with which the BOTV has a 

            transaction or arrangement, or

        3. A potential ownership or investment interest in, or compensation arrangement with, 

            any entity or individual with which the BOTV is negotiating a transaction

            or arrangement.

    c. Compensation includes direct and indirect remuneration, as well as gifts or favors that 

         are not insubstantial.

    d. After disclosure of the financial interest and all material facts, and after any discussion 

         with the interested person, he/she shall leave the meeting while the determination of a 

         conflict of interest is discussed and voted upon. The remaining Board members shall 

         decide if a conflict of interest exists. If it is determined that there is a conflict of interest, 

         the Board shall investigate alternatives to the proposed transaction or arrangement. 

         Only Board members with no conflict of interest may participate in any vote on

         alternatives and/or decisions to move forward with the transaction.

ARTICLE XIX – AMENDMENTS

    These By-Laws may be altered, amended, repealed, or added to by a seventy-five percent 

    (75%) vote of the Board and shall take effect immediately upon approval by the Board. Such 

    changes must be communicated to the membership of each participating organization 

    in a timely manner.

ARTICLE XX – DISSOLUTION

    a. Should circumstances advocate that BOTV be dissolved, the Board must vote to direct 

        the Chairman to call a special meeting of the Membership for the purpose of so voting.

        A seventy-five percent (75%) majority of members voting in favor of dissolution in such

        meeting will cause BOTV to be dissolved.

    b. Unencumbered BOTV assets remaining at the time of dissolution shall be donated

        to The Villages Charter Schools Music Departments.


Amended and Accepted 12th Day June, 2013

Revised 8/28/2013

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