Constitution and Bylaws
WVU Alumni Band, Inc.
A Not-for-Profit West Virginia Limited Liability Corporation
A Recognized WVU Alumni Association Constituency Group
Article I. Name
The official name of the corporation shall be West Virginia University Alumni Band, Inc., otherwise commonly known as the WVU Alumni Band.
Section 1.01 Principal Office
The principal office of the corporation shall be at such place within Monongalia County, in the State of West Virginia as the board of directors may determine from time to time.
Section 1.02 Other Offices
The board of directors may establish and dissolve other offices in or outside the State of West Virginia.
Article II. Object
The purpose of the corporation shall be used exclusively for charitable, educational and scientific purposes to promote the advancement of West Virginia University Bands by engaging in activities that foster giving to WVU Bands, learning about WVU Bands, and improving WVU Bands, as well as fostering fellowship among alumni and students of WVU Bands.
The vision, mission, and values shall serve as the corporation’s guiding principles and shall be governed by the board of directors.
Section 2.01 Vision
The West Virginia University Alumni Band seeks to involve alumni, friends and partners in the life and cultural fabric of West Virginia University Bands and the university community.
Section 2.02 Mission
The West Virginia University Alumni Band connects and engages alumni, students, friends and partners in lifelong support of West Virginia University Bands, the university community and each other through its events, publications and music.
Section 2.03 Values
(a) Integrity – Our reputation rests on honesty, fairness, responsibility, and respect for everyone.
(b) Community – Our families, friends, and the university are at the heart of our activities.
(c) Spirit – Our loyalty is based upon the university’s rich history, celebrated traditions, and shared future.
(d) Service – Our members, the university community, and all alumni benefit from our dedication.
(e) Pride – Our pursuit of excellence in what we do and how we do it speaks to the greatness of the university.
(f) Communication – Our bonds with members and everyone grow closer with regular, inclusive, and meaningful dialog.
(g) Innovation – Our continuing success depends on continuous improvement, awareness of evolving trends, openness to new thinking, and measurable action.
(h) Diversity – Our collective strength lies in our individual skills, talents and differences.
Article III. Members
The corporation shall have a voting membership, and may have classes of same (if any) as governed by the board of directors.
Section 3.01 Types of Membership
Membership types available within the corporation, as governed by the board of directors, are:
(a) Full Members
A full member of the corporation is a person who satisfies the following requirements:
(i) Has been a performing undergraduate student member with any West Virginia University Band (or for women and other protected classes, attended West Virginia University at a time when membership was not fully open); or
(ii) Whose members’ undergraduate class has passed its scheduled graduation date after fourth academic calendar year as established by West Virginia University policy; or
(iii) Has been a performing graduate student member with any West Virginia University Band (or for women and other protected classes, attended West Virginia University at a time when membership was not fully open); or
(iv) Has been an official staff member with any West Virginia University Band; and
(v) Pays dues as prescribed by the board of directors.
(b) Associate Members
An associate member of the corporation is an individual or group who does not satisfy requirements set forth in § 3.01(a) but satisfies the following requirements:
(i) Has a strong interest in participating in the activities of the corporation;
(ii) Is a supporter of West Virginia University Bands;
(iii) Requests or applies to become an associate member of the corporation;
(iv) Is approved by the board of directors; and
(v) Pays dues as prescribed by the board of directors; or
(vi) By board of directors approval where no prior affiliation with any West Virginia University Band has existed before if, in the judgment of the board, special or outstanding contributions have been made to the advancement of the State of West Virginia, West Virginia University, West Virginia University Bands, the corporation, or to collegiate bands and musical leadership in general.
Section 3.02 Dues
The board of directors shall establish and regulate any initial and annual dues for members and associates in the corporation. The billing and collection of dues shall be in a manner prescribed by the board.
(a) Full Members: $17.00
(b) Associate Members: $10.00
Section 3.03 Calendar Year
The calendar year for membership dues shall be July 1 through June 30, regardless of when dues are collected.
Section 3.04 Suspension or Termination of Membership
Membership may be suspended or terminated by the board of directors for:
(a) Failure to fulfill any of the specifications set forth in § 3.01(a) or § 3.01(b); or
(b) Failure to fulfill any of the specifications set forth in § 3.02; or
(c) By request in written petition from any five (5) voting-eligible members as set forth in § 3.01(a) and approval and decree of the board of directors.
Section 3.05 Non-Discrimination
The corporation expressly prohibits discrimination of any member of the corporation on the basis of race, sex, age, disability, veteran status, religion, sexual orientation, color or national origin.
Article IV. Officers
Section 4.01 Number
The officers of the corporation shall be elected by members at the annual meeting of the membership. Elected officers shall be president, vice president, secretary and treasurer. One or more offices may be held by the same member, but such member shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the president or by the board of directors to be executed, acknowledged, or verified by two (2) or more officers.
Section 4.02 Term of Office
The term of office shall be one year, renewable for additional consecutive terms as deemed appropriate by the membership. An officer may resign at any time by providing written notice to the corporation and board of directors. Notice of resignation is effective on receipt or at a later time designated in the notice.
Section 4.03 Vacancies
A vacancy in any office for any reason may be filled by the board of directors.
Section 4.04 President
The president shall be the chief executive officer of the corporation and shall have authority over the general control and management of the business and affairs of the corporation. The president shall preside over all board and member meetings. The president shall have power to appoint or discharge delegates – employees, agents, or independent contractors – to determine their duties, and to fix their compensation. The president shall sign all documents and agreements on behalf of the corporation, unless the president or the board of directors instructs that the signing be done with or by some other officer, agent, or employee. The president shall see that all actions taken by the board of directors are executed and shall perform all other duties incident to the office. This is subject however to the president's right and the right of the board of directors to delegate any specific power to any corporation delegate.
Section 4.05 Vice President
The vice president shall have the power to perform duties assigned by the president or the board of directors. If the president is absent or unable to perform duties the office of president, the vice president shall perform the president's duties until the board of directors directs otherwise. The vice president shall be responsible for the publication and mailing of the membership mailing prior to the annual meeting of the membership. The vice president shall perform all duties incident to the office.
Section 4.06 Secretary
The secretary shall:
(a) Keep minutes of board of directors meetings and make copies available to the directors as soon as possible following the meeting, to be received no later than ten (10) days;
(b) Draft an annual summary of the actions of the board of directors to be presented to the membership at the annual meeting of the membership;
(c) Draft and send correspondence as directed by the board of directors;
(d) Provide notice to each member or board of director as required by the articles of incorporation, or these bylaws; and
(e) Perform all duties incident to the office and other duties assigned by the president or the board of directors.
Section 4.07 Treasurer
The treasurer shall:
(a) Have charge and custody over corporate funds and securities;
(b) Keep accurate books and records of corporate receipts and disbursements;
(c) Deposit all funds and securities received by the corporation at such depositories in the corporation's name that may be designated by the board;
(d) Promptly discharge all obligations of the corporation;
(e) Complete all required corporate filings;
(f) Present to the membership at the annual meeting an annual financial report;
(g) Present the corporation’s financial records for audit once each year at a time directed by the board;
(h) Promptly file any application for issuing a bond at an amount specified by the board and accepted by the bonding agency; and
(i) Perform all duties incident to the office and other duties assigned by the president or the board.
Section 4.08 Immediate Past President
The immediate past president shall:
(a) Serve as an advisor to the board of directors;
(b) Organize and direct the nominating committee to prepare a slate of nominees for executive board offices as needed; and
(c) Perform all duties incident to the office and other duties assigned by the president or the board of directors.
Section 4.09 Executive Secretary
The board of directors shall have the authority to appoint or hire an executive secretary. The executive secretary shall serve as a non voting ex-officio member of the board of directors. The executive secretary shall:
(a) Maintain all records of the corporation, including member names and addresses;
(b) Make and certify the list of members entitled to vote and have such list available at the time and place of annual or special meetings of the membership; and
(c) Assist the officers in the conduct of the corporation. It is the responsibility of the corporation to supply the executive secretary with the equipment and supplies appropriate to the office and to reimburse the officer for expenses incurred in discharging assigned duties. The executive secretary shall be compensated in an amount established by the board of directors.
Article V. Meetings
Section 5.01 Annual Meeting
The corporation shall meet at least once per year, at an annual meeting of the membership held in conjunction with a West Virginia University home football game on a date that shall be determined by the board of directors. At each annual meeting, executive board officers shall be elected as necessary and transact any other business that may be presented before the meeting.
Section 5.02 Special Meetings
Special meetings of the membership may be called by the board of directors or by the president. Such meetings may also be called by the president, or by the secretary at the request of not less than 10 percent of voting-eligible members as set forth in § 3.01(a).
Section 5.03 Place of Meetings
All meetings of the membership shall be held within the jurisdiction of the corporation's principal office or at any other place approved by the board of directors and stated in the meeting notice.
Section 5.04 Notice of Meetings
Except as otherwise provided by statute, written notice of the time, place, and purposes of a meeting of the membership shall be given either personally or by mail to each voting-eligible member of record entitled to vote at the meeting to the member’s mailing address as it appears on the books of the corporation and via the corporation Web site. Alternately, notice may be published in the corporation's official communications, provided that the communication is published at least semiannually and is mailed to members of record entitled to vote at the meeting.
Section 5.05 List of Members
The secretary, or executive secretary, of the corporation or the agent of the corporation having charge of the corporation’s membership records shall make, and certify, a complete list of the members entitled to vote at a meeting of the membership or any adjournment. The list shall be arranged alphabetically with the address of each member, be available at the time and place of the annual meeting of the membership, be subject to inspection by any members during the whole time of the meeting, and be prima facie evidence of the members entitled to examine the list or vote at the meeting.
Section 5.06 Quorum
Unless a greater or lesser quorum is required by statute, members present in person or by proxy shall constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.
Section 5.07 Voting
Each active member entitled to vote shall be allowed one vote on each matter put to a vote. A vote may be cast either orally or in writing. When an action – other than the election of officers – is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote, unless a greater vote is required by statute. Executive board officers shall be elected by a majority vote. Associate members are not entitled to vote.
Section 5.08 Proxies
A member shall be entitled to vote at a meeting – or to express consent or dissent without a meeting – may authorize other persons to act for the member by proxy. A proxy shall be signed by the member or the member's authorized agent or representative and shall only be valid for the date authorized, unless otherwise provided in the proxy. A proxy shall be revocable at the pleasure of the member executing it except as otherwise provided by statute.
Article VI. Executive Board
Section 6.01 General Powers
The business, property, and affairs of the corporation shall be managed by the board of directors.
Section 6.02 Composition of the Board of Directors
The full members of the board of directors shall consist of the president, vice president, secretary, treasurer and immediate past president. Aforementioned executive board officers must be active members of the corporation for at least one year prior to assuming an executive board position. An associate member will not be eligible to serve on the board of directors. Additionally, the executive secretary, the director of bands and assistant director of bands at West Virginia University, former directors of the West Virginia University bands, archivist, and a representative of the pep band and tour band shall be non-voting ex-officio members of the board of directors. The board of directors may approve others from time to time to be ex-officio members of the executive board.
Section 6.03 Term of Office
Executive board members shall be elected at the annual meeting of the membership to hold office for a period of one year or until a successor is elected and qualified, or until the officer’s death, resignation, or removal.
Section 6.04 Resignation
A board of director may resign at any time by providing written notice to the corporation. Notice of resignation will be effective on receipt or at a later time designated in the notice. A successor shall be appointed as provided in § 4.03 of the bylaws.
Section 6.05 Removal
Any board of director may be removed with or without cause by a majority vote of the members entitled to vote at an election of officers.
Section 6.06 Board Vacancies
A vacancy on the board of directors may be filled with a person selected by the remaining executive board members – through less than a quorum of the executive board – unless filled by proper action of the members. Each member, so elected, shall be an executive board officer for a term of office continuing until the next election of officers by the members.
Section 6.07 Annual Meeting
An annual meeting of the board of directors shall be held each year immediately preceding the annual meeting of the membership. If the annual meeting of the board of directors is not held at that time, the executive board shall cause the meeting to be held as soon thereafter as is convenient.
Section 6.08 Regular Meetings
Regular meetings of the board of directors may be held at the time and place as determined by executive board resolution. Notice of the time and place of regular meetings shall be given to each board of director in any manner at least seven (7) days before the meeting and communicated to members via the corporation Web site.
Section 6.09 Special Meetings
Special meetings of the board of directors may be called by the president, or any officer, at a time and place as determined by those persons authorized to call special meetings. Notice of the time and place of special meetings shall be given to each executive board member in any manner at least three (3) days before the meeting and communicated to members via the corporation Web site.
Section 6.10 Statement of Purpose
Though recommended, neither the business to be transacted at – nor the purpose of – any regular or special meeting of the executive board need be specified in the notice for that meeting.
Section 6.11 Waiver of Notice
The attendance of an executive board member at a meeting shall constitute a waiver of notice of the meeting, except where an executive board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In addition, the director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.
Section 6.12 Meeting by Telephone or Other Telecommunications Equipment
An executive board member may participate in a meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can distinguishably and reliably communicate with each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
Section 6.13 Quorum
A majority of the elected board of directors constitutes a quorum for the transaction of any business at any meeting of the executive board. Actions voted on by a majority of executive board members present at a meeting where a quorum is present shall constitute authorized actions of the board of directors.
Section 6.14 Consent to Corporate Actions
Any action required or permitted to be taken pursuant to executive board authorization may be taken without a meeting if:
(a) Such action is affirmed at the next board of directors meeting or
(b) If – before or after the action – a majority of board members consent to the action in writing. Written proxy consents shall be filed with the minutes of the board of director’s proceeding.
Article VII. Committees
Section 7.01 General Powers
The board of directors, by resolution adopted by a vote of a majority of its executive board members, may designate one or more committees, each committee consisting of one or more officers. The board of directors may also designate one or more executive board members as alternate committee members who may replace an absent or disqualified member at a committee meeting. If a committee member is absent or disqualified from voting, then members present at a meeting who are not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint an alternate committee member to act at the committee meeting in place of the absent or disqualified member. All committees designated by the executive board shall serve at the will and pleasure of the board of directors.
A committee designated by the board of directors may exercise any powers of the executive board in managing the corporation's business and affairs, to the extent provided by resolution of the board of directors. However, no committee shall have the power to:
(a) Amend the articles of incorporation;
(b) Amend the bylaws of the corporation;
(c) Adopt an agreement of merger or consolidation;
(d) Fill vacancies on the board;
(e) Fix compensation of the officers for serving on the board of directors or on a committee;
(f) Recommend to members the sale, lease, or exchange of all or substantially all of the corporation's property and assets;
(g) Recommend to members a dissolution of the corporation or a revocation of a dissolution; or
(h) Terminate memberships.
Section 7.02 Meetings
Committees shall meet as requested or directed by the board of directors, and committee meetings shall be governed by rules set forth for meetings of the executive board. Minutes shall be recorded at each committee meeting and shall be presented to the board of directors.
Section 7.03 Consent to Committee Actions
Any action required or permitted to be taken pursuant to authorization of a committee may be taken without a committee meeting if – before or after the action – a majority of committee members consent to the action in writing. Written consents shall be filed with the minutes of the committee's proceedings.
Article VIII. Parliamentary Authority
Section 8.01 Conduct of Meetings
Except as stated otherwise in the bylaws, the current version of Robert's Rules of Order shall govern the conduct of all meetings of the membership, as well as executive board and committee meetings.
Section 8.02 Interpretative Authority
The interpretative authority of the bylaws rests within the purview of the office of president. Where appropriate and necessary, the president should seek the advice of a parliamentarian. The interpretation of the president may be appealed to the board of directors.
Article IX. Amendments
The membership at any regular or special meeting may amend or repeal these bylaws, or adopt new bylaws by vote of a majority of the membership, if notice setting forth the terms of the proposal has been given in accordance with any notice requirement for such meeting of the membership. The board of directors at any regular or special meeting may amend or repeal these bylaws, or adopt new bylaws by vote of a majority of the directors, if notice setting forth the terms of the proposal has been given in accordance with any notice requirement for such meeting of the executive board. Any such action taken by the board of directors shall be affirmed either:
(i) By a vote of the members at the next annual or special meeting of the membership;
(ii) By a consent in writing setting forth the action so taken signed by the members having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members entitled to vote were present and voted.
WVU Alumni Band
