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ARTICLE ONE - ORGANIZATION
1. The name of this organization shall be The Light Brigade
Ltd.
2. The organization shall have a seal which will be as appears
below
3. The organization may at its pleasure by a vote of the
membership body change its name.
ARTICLE TWO - PURPOSES
The following are the purposes for which the association
has been organized: Said Corporation is organized
exclusively for recreational and educational purposes within
the meaning of Section 501 (c) (3) of the Internal Revenue
Code of 1954, as amended, including for such purposes as
the making of distributions to organizations described in
I.R.C. Section 501 (c) (3) and exempt from Federal Taxation
under I.R.C. Section 501 (a).
ARTICLE THREE - MEMBERSHIP
Membership in this organization shall be open to all who
are members in good standing as of April 1st of each year.
Minimum age for membership shall generally be 21 years old.
Persons between the ages of 18 and 21 years old may apply
for membership. Each such application will be reviewed
for approval, on an exception basis, by the Board of Directors.
Disciplinary action, including revocation of membership,
may be taken by the Board of Directors when sufficient cause
exists for such action. A member shall be represented
by counsel upon any disciplinary hearing. The Board
of Directors shall adopt such rules as it may in its discretion
consider necessary for the best interests of the organization,
for this hearing.
ARTICLE FOUR - MEETINGS
The annual membership meeting of this organization shall
be held on or about the 2nd Saturday of October each and
every year except if such day be a legal holiday then in
that event the Board of Directors shall fix the day but
it shall not be more than two weeks from the date fixed
by these By-Laws. The secretary shall cause to be
mailed to every member in good standing at his or her address
as it appears in the membership roll book of this organization
a notice telling the time and place of such annual meeting.
The presence of not less than 20 members shall constitute
a quorum and shall be necessary to conduct the business
of this organization; but a lesser number may adjourn the
meeting for a period of not more than 4 weeks from the date
scheduled by these By-Laws and the secretary shall cause
a notice of this scheduled meeting to be sent to all those
members who were not present at the meeting originally called.
A quorum as herein before set forth shall be required at
any adjourned meeting.
ARTICLE FIVE A - ELECTION OF OFFICERS AND DIRECTORS
At all votes by ballot, the chairman of such meeting shall
immediately prior to the commencement of balloting appoint
a committee of three who shall act as "Inspectors of
Election" and who shall at the conclusion of such balloting
certify in writing to the chairperson the results and the
certified copy shall be physically affixed to the minutes
of the meeting.
No inspector of elections shall be a candidate for office
or shall be personally interested in the question voted
upon.
For the election of officers and directors, ballots shall
be provided and there shall not appear any place on such
ballot any mark or marking that might tend to indicate the
person who cast such ballot.
A general meeting for nominations of officers and directors
shall be held no less than one (1) month prior to the election
of the officers and directors. All nominees must be
present to accept their nomination or have presented by
proxy an acceptance in writing of their nomination.
Absentee ballots for the election of officers and directors
may be requested no less than twenty one (21) days prior
to the election of officers and directors. Absentee
ballots must be received no less than 24 hours prior to
the election of officers and directors.
In case of a tie for the position of officer or director,
a special run-off election involving only those tied, shall
be held immediately.
ARTICLE SIX - ORDER OF BUSINESS
1 - Roll Call.
2 - Reading of the minutes of the preceding meeting.
3 - Reports of committees.
4 - Reports of officers.
5 - Old and unfinished business.
6 - New Business.
7 - Good and welfare.
8 - Adjournment.
ARTICLE SEVEN - BOARD OF DIRECTORS
The business of this organization shall be managed by a
Board of Directors consisting of 5 members together with
the officers of this organization.
The directors chosen for the ensuing year shall be chosen
at the annual meeting of this organization in the same manner
and style as the officers of this organization and shall
serve for a term of 1 year from January 1st through December
31st.
The Board of Directors shall have the control and management
of the affairs and business of this organization.
Such Board of Directors shall only act in the name of the
organization when it shall be regularly convened by its
chairman after due notice to all the directors of such meeting.
Five (5) of the members of the Board of Directors shall
constitute a quorum and the meetings of the Board of Directors
shall be held regularly, at a frequency to be determined
by the Board of Directors, but no less than once each calendar
quarter.
Each director shall have one vote and such voting may not
be done by proxy.
The Board of Directors may make such rules and regulations
covering its meetings as it may in its discretion determine
necessary.
Vacancies in the Board of Directors shall be filled by
a vote of the majority of the remaining members of the Board
of Directors for the balance of the year.
The president of the organization by virtue of the office
shall be chairperson of the Board of Directors. The
Board of Directors shall select from one of their number
a secretary.
A director my be removed when sufficient cause exists for
such removal. A director may be represented by counsel
upon any removal hearing. The Board of Directors shall
adopt such rules as it may in its discretion consider necessary
for the best interests of the organization, for this hearing.
Special meetings of this organization may be called by
the president when he deems it for the best interest of
the organization. Notices of such meetings shall be
mailed to all members at their addresses as they appear
in the membership book at least 14 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 whom called.
At the request of members of the Board of Directors
or 15 members of the organization, the president shall cause
a special meeting to be called, but such request must be
made in writing at least 21 days before the requested scheduled
date.
No other business but that specified in the notice may
be transacted at such special meeting without the unanimous
consent if all present at such meeting.
ARTICLE EIGHT - OFFICERS
The officers of the organization shall be as follows:
- President
- Vice-President
- Secretary
- Treasurer
The President shall by virtue of the office preside at
all membership meetings, be chairperson of the Board of
Directors, present at each annual meeting of the organization
an annual report of the work of the organization, see that
all books, reports and certificates as required by law are
properly kept or filed, be one of the officers who may sign
the checks or drafts of the organization, and have such
powers as may be reasonably construed as belonging to the
chief executive of any organization.
The Vice-President shall in the event of the
absence or inability of the president to exercise his or
her office become acting president of the organization with
all the rights, privileges and powers as if he or she had
been duly elected president.
The Secretary shall keep the minutes and records of the
organization in appropriate books, file any certificate
required by any statute, federal or state, give and serve
all notices to members of the organization, be the official
custodian of the records and seal of the organization, be
one of the officers required to sign the checks and drafts
of the organization, present to the membership at any meetings
any communication addressed to the secretary of the organization,
attend to all correspondence of the organization and exercise
all duties incident to the office of secretary.
All drafts or checks shall be signed by the Treasurer and
one other officer so designated by the Board and no check
or draft in excess of One Thousand ($1,000.00) dollars shall
be authorized without the approval of the Board.
The Treasurer shall have the care and custody of all moneys
belonging to the organization, be solely responsible for
such moneys or securities of the organization and be one
of the officers who shall sign checks or drafts of the organization.
No special fund may be set aside that shall make it unnecessary
for the Treasurer to sign the checks issued upon it.
The Treasurer shall be bonded at the expense of the Association.
The Treasurer shall render at all meetings of the Directors,
a written account of the finances of the organization and
such report shall be physically affixed to the minutes of
the Board of Directors of such meeting and shall exercise
all duties incident to the office of Treasurer.
Officers shall by virtue of their office be members of
the Board of Directors.
No officer or director shall for reason of the office be
entitled to receive any salary or compensation, but nothing
herein shall be construed to prevent an officer or director
receiving any compensation from the organization for duties
other than as a director or officer.
ARTICLE NINE - MANAGER
The office of Manager of the Light Brigade Ltd. Drum and
Bugle Corps shall be appointed by the Board of Directors.
This office shall be held by at least one, but no more than
three persons. The Manager shall serve a term of one
year or less if the manger is removed from office,
for just case, by a vote of the Board of Directors.
By virtue of the office, the Manager shall be a non-voting
member of the Board of Directors, report to the Board of
Directors on all relevant The Light Brigade Ltd. Drum and
Bugle Corps activities, be responsible for the day to day
activities of The Light Brigade Ltd. Drum and Bugle Corps,
including but not limited to, selection of instructional
and support staffs, negotiation of all performance commitments
and fees, procurement and distribution of equipment, scheduling
and logistics of practices and performances. Fitness
of an Alumni member to participate in The Light Brigade
Ltd. Drum and Bugle Corps will be at the discretion of the
Manager and the instructional staff. This decision
may be appealed and is subject to reversal by the Board
of Directors.
All actions of the Manager relating to The Light Brigade
Ltd. Drum and Bugle Corps are subject to review at the meetings
of the Board of Directors.
ARTICLE TEN - SALARIES
The Board of Directors shall hire and fix the compensation
of any and all employees which they in their discretion
may determine to be necessary in the conduct of business
of the organization.
ARTICLE ELEVEN - COMMITTEES
All committees of this organization shall be appointed
by the President and confirmed by the Board of Directors
and their term of office shall be for a period of 1 year,
or less, if sooner terminated by the action of the President
or Directors.
ARTICLE TWELVE - DUES
The dues of this organization shall be $25.00 per person;
$35.00 per family and shall be due each year by the first
of January.
ARTICLE THIRTEEN - AMENDMENTS
These By-Laws may be altered, amended, repealed or added
to by means of a two thirds majority vote by at least one
third of the total membership present.
ARTICLE FOURTEEN - ASSETS
Upon dissolution of the Corporation, the Directors shall,
after payment or making provisions for payment of all of
the liabilities of the Corporation, contribute the remaining
assets to an organization which is qualified as an exempt
organization under Section 501 (c) (3) of the Internal Revenue
Code as amended
ARTICLE SIXTEEN - ACCEPTANCE
These ARTICLES are accepted as the By-Laws of the The Light
Brigade Ltd.
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