SECTION I - Name and Purpose
A. This organization shall be known as the Georgia Big Band.
B. Its purpose shall be
1. To contribute positively to the musical environment of the areas it serves, whether local, state, national, or international.
2. To provide an opportunity for individual musical expression and growth among the membership.
3. To provide an opportunity for contact between and among musicians of advanced proficiency.
4. To preserve the traditions of Swing and Big Band Jazz in American music.
C. Terminology: For the purposes of this Constitution and By-Laws, any references to the Band or the Corporation shall refer specifically to the Georgia Big Band. Any reference to members or band members shall be considered synonymous with the term stockholders. Any use of the pronouns he or his shall be equally interpreted as referring to he or her and his or hers as appropriate.
SECTION II - Board of Directors
A. The executive authority of the band shall be vested in a Board of Directors consisting of three (3) elected officers.
B. Members of the Board of the Directors must be playing members and stockholders in the band.
C. The official offices of the Board of Directors are
D. The offices of Secretary and Treasurer may be combined with each other or other official offices as necessary.
E. At the discretion of the Board of Directors, the Board may appoint members of the band to fill the following remaining functional positions. These positions may be filled by members of the Board or by the general membership.
1. Business Manager
2. Personnel Manager
3. Property Manager
4. Publicity Coordinator/Historian
5. Musical Director
8. Play-list Coordinator
9. Section Leaders (Saxophones, Trombones, Trumpets, & Rhythm)
F. Term of Office
1. The term of office for Board members shall be one (1) year.
2. There shall be no restrictions on the number of times any Board member or anyone filling a functional position may be elected or appointed.
G. Election of Board Members
1. At the annual business meeting, the president shall appoint a nominating committee consisting of three (3) to five (5) band members, of which only one (1) may be a Board member, for the purpose of preparing a slate of candidates.
2. The nominating committee shall present its report at a special meeting to be held within sixty (60) days after the annual business meeting and a vote shall be held.
3. If a quorum of the Board and General Membership is present in person or by proxy in writing or verbally, subject to confirmation, at the special meeting, it shall require a majority vote to confirm and elect a candidate.
H. Quorum: The presence in person or by proxy in writing or verbally, subject to confirmation, of a majority of stockholders in the band shall constitute a quorum.
J. Voting: At all meetings, each member shall have one (1) vote.
K. Filling of Vacancies
1. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, or until he shall be removed, prior thereto, by an affirmative vote of the holders of a majority of the stock.
2. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any special meeting of stockholders regularly called for the purpose.
L. Compensation of Directors: Directors shall not receive any stated salary for their services as such.
M. Committees: The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers that may require it. Such committee or committees shall have such names as may be determined by resolution adopted by the Board of Directors.
SECTION III - Membership
1. Regular Member: A Regular member is one who has met all the requirements specified in these Constitution and By-Laws for membership, has been approved by the Board of Directors.
2. Substitute: A Substitute is a non-member who has been contracted to play with the band for a specific engagement. He shall receive the fee set by the Board of Directors for that engagement.
B. Qualifications for Membership
1. Anyone who is interested in the purpose of the Georgia Big Band may be considered a candidate for membership provided that
a. The candidate displays the musical talent required to play the repertoire of the Georgia Big Band at an advanced level to the satisfaction of the Board of Directors and the Section Leader, AND,
b. The candidate obtains a sponsor who is a playing member in the band, AND,
c. The candidate agrees to conditions of membership as stated in the By-Laws.
2. Members of the band shall remain members as long as they maintain the requisite musical competence as evaluated by the Section Leader and the Board of Directors, have a desire to play with the band, and agree to the conditions of membership as stated in the By-Laws.
3. Alternate membership may be conferred to any regular member who requests it.
C. Duties of Regular Members: Members shall participate in the activities of the band and abide by the conditions of membership as stated in the By-Laws.
Section IV- Meetings
A. An annual business meeting of the Georgia Big Band shall be held on a day and at a location in the local area designated by the Board of Directors as soon as practical after the beginning of each year. The purpose of this meeting shall be to discuss the state of the band, provide financial reports to the band members, conduct band business, and discuss any other items deemed necessary by the Board of Directors or band members.
B. Special meetings of the members of the Board of Directors may be called by any Board member at any time deemed necessary and held at a time and place in the local area when and where at least two Board members can be present.
C. Special meetings of the band may be called at any time by a member of the Board of Directors or by any regular band member with the approval of at least one Board member. The meeting shall be scheduled at a time and place in the local area when and where it is most likely to have a quorum.
D. Notice of the annual business meeting shall be provided to each band member in writing, either by E-Mail or a memorandum, or by word-of-mouth, at least thirty (30) days prior to the meeting. Notice of special meetings shall be provided to each band member in writing, either by E-Mail or a memorandum, or by word-of-mouth, at least seven (7) days prior to the meeting. In the case of urgent special meetings which may be called as necessary to conduct urgent or emergency band business, as much notice as possible shall be given. In all cases, every attempt to affect adequate notification shall be made to ensure a quorum is present.
E. Conduct of meetings: Meetings shall be presided over by the President, Vice-President, or other Board member, or the chairman to be elected at the meeting, and adhere to the standard protocol for meetings as set forth in “Roberts Rules of Order Newly Revised.” Minutes shall be recorded and published to the membership for approval.
F. Quorum: The presence in person or by proxy in writing or verbally, subject to confirmation, of a majority of members in the band shall constitute a quorum.
Section V- Amendments
A. Amendments to this Constitution may be proposed at the annual business meeting by any member in the Corporation.
B. Notice of the intention to propose an amendment for adoption at the annual business meeting, along with a written or electronic copy of the proposed amendment, shall be provided to each band member at least thirty (30) days prior to the annual meeting.
C. Provided a quorum is present, approval and adoption of a new amendment shall require a two-thirds (2/3) vote of the membership physically present at the annual meeting or present by proxy in writing or verbally, subject to confirmation.
Section VI - Suspension
Provided a quorum is present, this constitution can be suspended only by a two-thirds (2/3) vote of the membership physically present or present by proxy in writing or verbally, subject to confirmation, at the annual business meeting.
The order of business of the Georgia Big Band shall be the responsibility solely of the Board of Directors.
Article II - Membership
A. Attendance: Members are expected to play all scheduled engagements and rehearsals, or coordinate with their section leader so that a substitute may be obtained, if necessary. Members may be suspended or dismissed by the Board of Directors for excessive or flagrant unexcused absences.
B. Timeliness: Members shall arrive at least thirty (30) minutes prior to any scheduled engagement to help set up the bandstand and be ready to play at the appointed time.
C. Rehearsals: Rehearsals may be called at the discretion of the Board of Directors on a day and time compatible with the majority of the band. Sectional rehearsals may be called at the discretion of the Section Leaders or at the direction of the Board of Directors. Attendance at a scheduled rehearsal carries the same obligation as attendance at any engagement.
D. Individual Practice: Bands members are encouraged to practice individually to master any portion of the band’s repertoire with which they are unfamiliar or cannot play at the required advanced proficiency.
E. Engagement Dress: Engagement dress shall be determined by the Board of Directors or by contractual requirements and adhered to by the entire membership. At a minimum, each band member is expected to have a tuxedo (or appropriate facsimile) and white polo shirt with the Georgia Big Band logo and black pants.
F. Auditions: There is no formal audition process for membership in the Georgia Big Band. At the discretion of the Section Leader or Board of Directors, potential new members may play during rehearsals or engagements and their musical talent shall be evaluated for membership.
G. Sponsorship: Potential new members shall be sponsored by at least one (1) regular member of the band. A candidate must have a sponsor, a positive recommendation from the Section Leader, and approval by the Board of Directors to become a regular member.
H. Engagements: Engagements shall normally be limited to the Middle Georgia area. Acceptance of any engagements is the responsibility solely of the Board of Directors.
I. Professional Behavior on the Bandstand: Band members are expected to behave in a professional manner at all times during an engagement. Any disagreements shall be held in private. Band members are expected to be respectful of others, especially while playing, and always represent the Georgia Big Band in the most positive manner possible. Members may be suspended or dismissed by the Board of Directors for excessive or flagrant violations.
J. Personal Equipment: Each band member is expected to possess and maintain his own musical instrument and other required equipment, including mutes, plungers, hats, or any other accessories for the musical styles found in the band’s repertoire.
Article III - Board of Directors
A. Duties and Responsibilities:
1. The Board of Directors is the sole management arm of the band, empowered with decision-making authority for all band activities, including but not limited to, recordings, substitute pay, fee schedules for contracts, personnel decisions, and any other band activities. While the Board of Directors may present these or other such issues for discussion or information at general band meetings, unless provided for specifically by the Constitution or By-Laws, the sole decision-making responsibility for all band activities rests with the Board.
2. President: The President shall be the chief executive officer of the band and shall have general charge and control of all its business affairs and properties. He shall preside at all meetings of the general membership. The President may sign and execute all authorized bonds, contracts, or other obligations in the name of the band. A copy of every signed contract obligating the band must be provided to the
Treasurer. He shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex-officio a member of any standing or ad hoc committees. He shall perform such other duties as may, from time to time, be assigned to him by the Board of Directors.
3. Vice-President: The Vice-President shall serve as second in charge of the band. The Vice-President (unless otherwise provided by resolution of the Board of Directors) may sign and execute all authorized bonds, contracts, or other obligations in the name of the band. The Vice-President shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or by the President. In case of the absence or disability of the President, the Vice-President shall perform the duties of that office, and the taking of any action by the Vice-President in place of the President shall be conclusive evidence of the absence or disability of the President.
4. Secretary: The Secretary shall give, or cause to be given, notice of all meetings of the band and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the Board of Directors or members upon whose written request the meeting is called as provided in the Constitution or these By-Laws. The Secretary shall record all the proceedings of the meetings of the band in books provided for that purpose, or on analog or digital media, and shall perform such other duties as may be assigned to him by the directors or the President. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President.
5. Treasurer: The Treasurer shall have custody of all the funds and securities of the band, and shall keep full and accurate account of receipts and disbursements in books or on electronic media belonging to the band, including signed copies of all contracts provided by the President obligating the band. He shall deposit all moneys and other valuables in the name and to the credit of the band in such depository or the Board of Directors may designate depositories as. The Treasurer shall disburse the funds of the band as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. With regard to disbursing funds from engagements, the Treasurer shall disburse payments to individual band members as soon after the engagement as possible, normally at the next regular band engagement. With regard to annual disbursements, he shall disburse payments as soon as practicable after the end of the Fiscal year, and provide each band member with the appropriate IRS forms for reporting income and losses. He shall render to the Board of Directors, whenever either of them so requests, an account of all his transactions as Treasurer and of the financial condition of the band. The Treasurer shall give the band a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the band in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in his possession or under his control belonging to the band. The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors.
B. Term of office: The term of office for Board members shall be one (1) year. There shall be no restrictions on the number of times any Board member may be reelected.
Article IV- Functional Working Positions
A. Business Manager: The Business Manager shall coordinate with and be accountable to the Board of Directors for handling all business that comes before the band, including but not limited to, setting fees, making arrangements for concerts, bookings, printing of programs and brochures, and any other business-related requirements. He may recommend appointment of ad hoc committees and appointment an assistant Business Manager to the Board of Directors as necessary.
B. Personnel Manager: The Personnel Manager shall coordinate with Section Leaders to maintain an up-to-date roster of all band personnel, including alternates and substitutes, and a waiting list of prospective members, if applicable, and shall be ultimately responsible for ensuring a full or appropriate complement of musicians for any engagement. If necessary, he shall serve as chairman of a disciplinary committee and appoint two band members to review any disciplinary issues and make a recommendation for censure, suspension, or dismissal to the Board of Directors.
C. Property Manager: The Property Manager shall be responsible for the transportation of all band equipment to and from rehearsals and engagements. He shall also be responsible for ensuring the band equipment vehicle is roadworthy and in a proper condition to transport and protect the band equipment. He may appoint an assistant Property Manager as necessary to assist in transporting the band equipment and performing any other required duties. The Property Manager shall also make recommendations to the Board of Directors for the purchase, repair, or replacement of all band equipment, including the trailer, sound equipment, and other electronics.
D. Publicity Coordinator/Historian: The Publicity Coordinator shall be responsible for promoting and publicizing all activities of the band and maintains an historical file of band performances along with the publicity published.
E. Librarian: The Librarian shall be responsible for maintaining the band’s library of music in good condition and supervising the purchase or acquisition of new music. This includes being responsible for making copies of folders as necessary to ensure protection and backup. The Librarian may form and serve as chairman of an ad hoc committee as necessary to perform his duties. In the absence of a Librarian, the Section Leader shall normally be responsible for maintaining his section’s music and folders in good order.
F. Webmaster: The Webmaster shall maintain the band’s Internet Website, http://www.georgiabigband.4t.com/, to the satisfaction of the Board of Directors to ensure positive promotion of the band.
G. Musical Director: The Board of Directors may appoint a musical director to direct the band during rehearsals and for a specific engagement if necessary. The Musical Director shall be responsible for conducting the band and for providing experienced musical leadership. He shall have complete control over the band in matters of musical interpretation and style.
H. Play-List Coordinator: The Play-List Coordinator shall work up the monthly or special engagement play-list and make it available to the members of the band prior to any engagement. He shall coordinate with the vocalists and/or the Business Manager as necessary to determine the desired vocals and the number of sets. The play list shall be written and eighteen (18) copies, one (1) per stand, provided prior to the start of any engagement. In the absence of a designated Play-List Coordinator, the Board of Directors shall be responsible for this function.
I. Section Leaders: The Board of Directors shall appoint four (4) Section Leaders for the band, specifically, one (1) each from the Saxophones, Trombones, Trumpets, and Rhythm. The Section Leader need not be the lead player in each section, although the lead player traditionally fills this function. The Section Leader shall be accountable to the Board of Directors and responsible for maintaining a full or majority section at all times and serving as section Librarian in the absence of a band Librarian. He shall also provide an up-to-date roster on a regular basis of regular members, alternates, and substitutes to the Personnel Manager. The Section Leader shall normally decide the seating within the section and determine who plays which solos; however, in the case of any dispute, the Board of Directors may intervene and decide the seating and playing of solos in the section.
J. Ad Hoc Committees: Ad Hoc committees may be formed as necessary at the discretion of the Board of Directors to properly conduct band business.
Article V - Use of Substitutes
A. If a Section Leader is unable to provide a full or majority section for an upcoming engagement, he may hire or recommend the hiring of a substitute player to the Board of Directors.
B. The Board of Directors shall be responsible for setting the amount of pay that a substitute shall receive for attending an engagement. The Section Leader shall be solely responsible for any amount of pay over and above the standard agreed upon by the Board of Directors.
C. Substitutes shall not normally be paid any fee to attend a scheduled rehearsal.
D. Section Leaders should use alternates whenever possible and decide judiciously whether the hiring of a substitute is necessary. Except under emergency circumstances, the minimum number of section players allowable for any engagement contracted for the full band shall be four (4) in the Saxophones, three (3) in the Trombones, and three (3) in the Trumpets. Substitutes shall be required for Drums, Bass, and Piano. At the discretion of the Rhythm Section Leader, the band may play without a Vocalist or Guitar.
Article VI - Indemnification
B. Indemnification of members of the Board of Directors: The Corporation shall indemnify and advance expenses to a member of the Board of Directors in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.
C. Indemnification of regular or alternate members: With respect to regular or alternate members, the Board of Directors may indemnify and advance expenses to such regular or alternate members in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.
D. Travel Expenses for transporting band equipment: The Board of Directors shall reimburse the Property Manager or his designated assistant as appropriate for mileage accrued on his personal vehicle while transporting the band equipment, and to/from the point where he must deviate from his normal route to transport the band equipment, at a rate not to exceed the standard government mileage rate.
Article VII - Fiscal Year
Fiscal Year: The fiscal year shall end on the last day of December.
Article VIII - Recordings
The Board of Directors shall be solely responsible for all negotiations and business decisions regarding recording the band’s performances live or in a studio and/or sale or promotion of any resulting media.
Article IX - Sale of Merchandise
The Business Manager or his designated assistant shall be responsible to the Board of Directors for the pricing, promotion, and sale of all band merchandise, including but not limited to, recordings, hats, clothing, or tickets.
Article X - Monthly Play Lists and Engagement Play Lists
In the absence of a designated Play-List Coordinator, the Board of Directors shall ask for volunteers to work up the monthly play list and make it available to the members of the band prior to any engagement. In the absence of a volunteer, the Board of Directors shall be responsible for this function.
Article XI - Amendments
A. Amendments to the By-Laws may be proposed at the annual business meeting by any band member in the Corporation.
B. Notice of the intention to propose an amendment for adoption at the annual business meeting, along with a written or electronic copy of the proposed amendment, shall be provided to each band member at least thirty (30) days prior to the annual meeting.
C. Provided there is a quorum present, approval and adoption of a new amendment shall require a two-thirds (2/3) vote of the membership physically present or present by proxy in writing or verbally, subject to confirmation, at the annual meeting.
Article XII - Capital Stock: Currently Not Used
Article XIII - Bank Accounts and Loans
A. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such cheeks, drafts and other instruments or orders for the payment of money shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation.
B. Loans. Such officers or agents of this Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board of Directors, shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.
Article XIV- Corporate Seal
The corporate seal is in circular form and is inscribed thereon “Dublin Jazz Band,” 1994, Georgia. In the event that the President shall direct the Secretary to obtain a new corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the word “Georgia.” Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation, but each copy thereof shall be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary.
Article XV- Reimbursements
Any payments made to an officer or other employee of the Corporation, such as salary, commission, interest, rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or other employee of the Corporation to the full extent of such disallowance. It shall be the duty of the Board of Directors to enforce payment of each such amount disallowed. In lieu of payment by the officer or other employee, subject to the determination of the Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.
Article XVI - Suspension
Provided there is a quorum present, these By-Laws can be suspended only by a two-thirds (2/3) vote of the membership physically present or present by proxy in writing or verbally, subject to confirmation, at the annual business meeting.