ARTICLE I: Name
The name of this organization shall be the Austin Civic Wind Ensemble.
ARTICLE II: Object
The object of the Austin Civic Wind Ensemble shall be to provide a quality musical experience for amateur musicians in the Austin area.
ARTICLE III: Membership
Membership shall consist of interested musicians high school age and older.
ARTICLE IV: Officers
Elected officers of the Ensemble shall be as follows: President, Vice President, Secretary, Treasurer, and Publicity Chairman. Appointed officers of the Ensemble shall be as follows: Librarian, Equipment Manager, and Historian.
Elected officers shall be elected annually, and appointed officers shall be appointed by the elected officers.
ARTICLE V: Conductor
The Conductor shall be appointed or dismissed by the Board of Directors.
A special election may be called to consider reversing an action by the Board regarding the appointment or dismissal of the Conductor (ARTICLE IX).
ARTICLE VI: Meetings
There shall be three classifications of meetings: business, musical, and officers'. Business and officers' meetings are to be held at the discretion of the President. Musical meetings are to be scheduled by the Conductor.
ARTICLE VII: Board of Directors
The officers shall comprise the Board of Directors, whose function is to set policy for the ensemble.
ARTICLE VIII: Amendment
This constitution may be amended by special election (ARTICLE IX).
ARTICLE IX: Special Elections
A special election must be called in order to amend this constitution (ARTICLE VIII) or to consider reversing Board action involving the appointment or dismissal of the Conductor (ARTICLE V, Section 2).
Special elections may be called either by the Board of Directors, or by a petition that contains the signatures of at least 3/5 of the members in good standing.
After a special meeting has been called, an announcement shall be mailed to all members in good standing, postmarked not less than fourteen days before the special election. Members who are unable to attend the election will be extended the opportunity to vote by absentee ballot.
A two-thirds majority vote of the membership in good standing at the time the announcements are mailed is required for passage of an amendment, or to reverse the action of the Board under consideration.
ARTICLE I: Purpose
The bylaws are the rules and methods we follow to insure legality and productivity of Austin Civic Wind Ensemble. The bylaws are considered a legal document that dictates how the organization is governed. They are a well-planned and clear structure of the organization, and take some of the guesswork out of dealing with disagreements.
Austin Civic Wind Ensemble (ACWE) is organized exclusively for charitable and educational purposes, more specifically to provide a quality musical experience to amateur musicians and to provide musical outreach to the community. To this end, the organization shall at all times be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE II: Exemption Requirements
No part of the net earnings of ACWE shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that 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 set forth in Article I hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by a organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE III: Membership
Section 1: Qualifications
Sub-section a: Full Membership
Full membership is open to anyone age 18 or older who plays an instrument in the Western woodwind, brass or percussion families.
Sub-section b: Junior Membership
Junior membership is open to those under the age of 18 who play an instrument in the Western woodwind, brass, or percussion families upon approval of the Music Director.
Section 2: Membership fees
Membership fees shall be reviewed and set by the Board of Directors annually.
Section 3: Good Standing
A member in good standing is one whose fees are current. Only members in good standing may attend rehearsals. Full members in good standing are eligible to vote on official ACWE business.
Additionally, only members in good standing who regularly attend rehearsal will be allowed to perform in regularly scheduled concerts. A member is defined to be regular in attendance when he/she has participated in at least 70% of the rehearsals leading up to the designated performance. When circumstances warrant (e.g., hardship, employment, health), the Board may grant "regular in attendance" status to an individual who has paid their dues, but does not meet the 70% attendance requirement. A member may be granted an attendance waiver only once per fiscal year.
ARTICLE IV: Board of Directors
Section 1: Elected Officers
Duties of the elected officers shall be as follows:
- PRESIDENT: Calls and presides over board and business meetings; Can co-sign checks with the Treasurer.
- VICE PRESIDENT: Performs the duties of the President in the event of absence or resignation; Can co-sign checks with the Treasurer; Schedules concert events.
- SECRETARY: Keeps minutes of board and business meetings and handles all correspondence of the organization.
- TREASURER: Takes in and disburses all monies of the organization with approval of the Board; Co-signs all checks with the President or Vice President; Handles all relevant tax documents; Maintains accurate financial records.
- BAND REPRESENTATIVE: Must be a full member in good standing. Represents the interests of the membership.
Section 2: Appointed Officers
Duties of the appointed officers shall be as follows:
- DIRECTOR OF MARKETING: Publicizes events to the Austin community. Is in charge of all printing.
- DIRECTOR OF MEMBERSHIP: Maintains the membership database; Recruits new members; Takes roll at concerts and rehearsals.
- DIRECTOR OF DEVELOPMENT: Seeks out and applies for grant money.
- DIRECTOR OF TECHNOLOGY: Maintains the website, email, social media, and all other aspects of ACWE’s online presence.
- LIBRARIAN: Responsible for distribution and collection of all music and for maintaining the ACWE music library.
- EQUIPMENT MANAGER: Responsible for set-up and takedown of chairs, stands, and any special equipment at rehearsals and concerts. Responsible for the repair of ACWE property. Responsible for transportation of equipment and for organizing volunteer crews for loading and unloading.
- HISTORIAN: Maintains the history of ACWE.
Section 3: Board Terms
A board term shall consist of one fiscal year. Elected officers may serve no more than 5 consecutive terms on the Board and no more than 3 terms in the same position. Appointed officers do not have term limits.
Section 4: Board Nominations
A candidate or candidates for each office shall be nominated by a three-member nominating committee named by the President and including at least one officer. Each nominee must be age 18 or older and a resident of the Austin metropolitan area. Nominations shall be presented to the membership at least one week before the election. Additional nominations may be made from the floor by members in good standing when the nominating committee makes its report.
Section 5: Elections
Election date shall be set by the President. The election shall preferably be held at least one month before the beginning of the fiscal year.
Elections shall be held by secret ballot. Votes shall be tallied by the three-member committee to be appointed by the President.
Section 6: Appointments
The elected officers shall determine the appointed officers by majority vote. This vote shall occur approximately at the same time as officer elections. Appointed officers may form committees to help with the performance of their duties and may make appointments to these committees as they see fit.
Section 7: Officer Installation
New officers will be installed at the beginning of the fiscal year at a joint meeting of outgoing officers and newly elected officers.
Section 8: Incomplete Terms
In the event of inability to finish a term, the officer shall give one month's notice to the Board and shall assist in finding a replacement. Vacancies will be filled by appointment by the officers.
Section 9: Removal
Complaints against officers may be lodged with any officer. Such complaints shall be brought to the offending party by the President or Vice President.
An officer may be removed by a two-thirds vote of the elected officers.
Grounds for which an officer may be removed include, but are not limited to: neglect of duties; habitual absence from meetings; or inability to operate within the scope and intent of these bylaws.
ARTICLE V: Music Director
Section 1: Appointment
The Board shall contract with someone of sufficient qualification to be the Music Director of the Austin Civic Wind Ensemble. The contract shall last one fiscal year and may include a nominal fee. The contract can be renewed.
Section 2: Duties
The Music Director has sole discretion in the musical selection for ACWE as long as it fits within the budget. The Music Director is in charge of rehearsals. The Music Director shall set the rehearsal and concert schedule in conjunction with the Board.
The Music Director shall attend and give a report at Board meetings. The Music Director does not have a vote on any ACWE business. The Music Director has no financial authority.
Section 3: Assistant Music Director
The Music Director may appoint an Assistant Music Director. The Board may remove the Assistant Music Director with a two-thirds vote.
ARTICLE VI: Meetings
Section 1: Rehearsals
Sub-section a: Frequency
Members in good standing shall meet once a week for a minimum of two hours in order to rehearse the current music selection. The day and time shall be determined by the Music Director and Board. There shall be two breaks each fiscal year, one starting in December and ending in January and the other starting in July and ending in August. Exact dates will be set by the Music Director and Board.
Sub-section b: Quorum
There is no quorum for holding a rehearsal.
Section 2: Board Meetings
Sub-section a: Frequency
Board meetings shall occur a minimum of once per fiscal quarter. During months with no board meeting, the President shall request a status report from each officer. Officers have 48 hours to respond with their report
Sub-section b: Quorum.
A quorum shall consist of:
- At least 50% of board members (elected and appointed)
- AND at least 2 of the 5 elected position board members present
Sub-section c: Open Meeting
Board meetings shall be open to all members in good standing. Members shall be notified at least one week in advance of a board meeting.
Sub-section d: Motions
Motions made during a board meeting will follow this procedure:
- An officer is recognized and makes a motion.
- Another officer seconds the motion.
- The presiding officer restates the motion.
- The officers debate the motion.
- The presiding officer asks for the affirmative votes and then the negative votes.
- The presiding officer announces the result of the vote and instructs the appropriate officer to take action.
The Board of Directors may conduct motions by electronic mail and/or internet polling at the discretion of the President and only after all members of the Board of Directors have been notified electronically. The same procedure as above should be followed. The electronic mail thread or polling should be clearly labeled “MOTION”. Decisions made electronically will only be considered valid after votes have been cast by two-thirds of the officers. Officers shall have 48 hours in which to respond to the debate and call for votes. The secretary shall record all electronic motions.
ARTICLE VII: Fiscal Year
The fiscal year of the Austin Civic Wind Ensemble shall be September 1 through August 31 of the following year.
ARTICLE VIII: Personal Liability
No member, officer, or Director of this organization shall be personally liable for the debts or obligations of this organization of any nature whatsoever, nor shall any of the property of the members, officer, or Directors be subject to the payment of the debts or obligations of this organization.
ARTICLE IX: Document Retention Policy
The Board shall establish and maintain a Document Retention Policy.
ARTICLE X: Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XI: Amendment of the Bylaws
These Bylaws may be amended at any Board meeting by a majority vote of those present, provided that the amendment has been submitted at a previous Board meeting.