Constitution & By-laws

Harrisburg Music Boosters

By-Laws


Article 1

Name and Principal Office

Section 1.1     Name of Corporation. The name of this organization shall be the HARRISBURG MUSIC BOOSTERS, INC.

Section 1.2     Principal Office. The principal office of the corporation shall be located in Harrisburg, South Dakota.

Article 2

Principal Purposes

Section 2.1     Purposes. The general purpose of the Harrisburg Music Boosters Corporation shall be to provide charitable, scientific, literary, or educational purposes within the structure of established Internal Revenue Code for 501(c)3 by:

  1. Promoting the music program of Harrisburg School District through cooperation among music students, music educators, the school administration, parents/guardians, and the community.
  1. Encouraging and improving awareness and parental and community involvement and attendance in all activities associated with the music program.
  1. Lending all possible support, both moral and financial, to the music programs within the school.

The charitable and educational purposes are designed to provide funding and support for extracurricular activities and programs of the Harrisburg School District #41-2 located in Harrisburg, South Dakota.

Article 3

Non Profit Status

Section 2.1     Nonprofit Corporation. The corporation is organized exclusively for charitable, scientific, literary and educational purposes as a nonprofit corporation and its activities shall be conducted solely for the aforementioned purposes.

No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any of the provisions of the Bylaws, the corporation shall not carry on any other activities not permitted to be carried on by (1) a corporation exempt from federal income tax under Section 501 (c) of the Internal Revenue Code, or (2) a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code or corresponding provisions of any subsequent federal tax law.

Article 4

Membership and Meetings of Members

Section 4.1     Membership. The membership of the Harrisburg Music Boosters shall not be limited. Anyone interested in the progress and development of the Harrisburg School District music department is eligible for membership. Parents and guardians with students in the 5-12 grade band program and/or the 6-12 grade choir program are eligible to be considered active members.

There shall be two classes of members: Voting and Non-Voting.

Voting Membership in the corporation shall consist of the members of the board of directors, the corporation officers, the Harrisburg High School head Band and       Choir Directors, and one person representing upper classman and under classman from both band and choir, where such representative is a parent or legal guardian of a student participant in good standing within one or the other activity defined as band and choir. Each activity will be responsible for selecting its representatives, and the membership from any one activity will not exceed three (3) representatives. A representative may represent both activities, but only if there is no other qualified person willing and able to represent one of the activities in each grade level.

Non-Voting Membership in the corporation shall consist of any individual who contributes financially to the corporation or activities, or volunteers time to the corporation and/or one of the corporation’s fundraising or promotional events. Persons wishing to be non-voting members shall on an annual basis make such a request, in writing, to the board of directors. The board of directors, by majority vote of a quorum, shall approve or deny each request individually or as a slate of candidates.

Section 4.2     Annual Meeting. The annual meeting of the members of the corporation shall be held during the first week in April of each year, or on such other date as determined by the board of directors, at a location designated by the board of directors for the election of officers, election of board of directors, consideration of reports and for the transaction of such other business as shall come before the meeting.

Section 4.3     Monthly Meetings. Regular monthly meetings of all members shall be held at such a time and place as may be schedule and or fixed by the board of directors.

Section 4.4     Special Meetings. Special meetings of the members of the corporation may be called at any time by the president of the corporation, by the Vice President acting in lieu of the President, by a majority vote of the board of directors, of by written request signed by at least 10% of the voting members, stating purpose and agenda for meeting, and submitted directly to the President and Secretary of the board of directors.

Section 4.5     Notice of Meetings.   Notice of the time, place and purpose of annual, regular or special meetings shall be given to all members not less than five (5) business days and not more than forty five (45) calendar days before the date of the meeting. Notice shall be given by reasonable means approved by the board of directors, to include various forms of electronic communications or posting notice on the corporation and school district website.

Section 4.6     Quorum. At any meeting of the members, twenty percent (20%) of the voting members shall constitute a quorum.

Section 4.7     Voting. At each meeting of the members, each voting member shall be entitled to one (1) vote, regardless of the number of positions or activities that member represents.

Section 4.8     Proxy. Proxy votes are not permitted at any time, unless required under the South Dakota Nonprofit Corporation Act, as such Act may from time to time be amended.

Section 4.9     Termination of Membership. Membership of any person may be terminated by a majority vote of the voting members for malfeasance, misconduct, criminal conviction or other conduct that is either detrimental or may be viewed as negatively impacting the corporation. Any representative vacancy created shall be filled by the terminated member’s activity selection process.

Section 4.10   Cumulative Voting for Directors and Officers. There shall be no cumulative voting for the election of directors and officers.

Article 5

Board of Directors

Section 5.1     Number and Qualifications. The organizational and administrative affairs of the corporation shall be managed and controlled by the board of directors. The board of directors shall consist of at least three (3) and not more than ten (10) persons, plus any ex officio members approved by the current serving board members. At the time a director is elected, the person is not required to be a member of the corporation, but must be a parent or guardian of a student in good standing expected to be enrolled in the Harrisburg School District for a majority of the directors term. The remaining members of the board of directors may fill any vacancy in the board occurring during the year for the unexpired portion of the term. The officers of the corporation and the Head Band and Choir Directors shall be voting members of the board of directors with full rights and privileges of all other directors.

Section 5.2     Terms. Directors shall be elected to hold office for a term of two (2) years. A director shall be allowed to serve for successive terms on an unlimited basis as long as he/she has a student in good standing enrolled in the Harrisburg School District for the majority of the term. Ex Officio directors may be approved from time to time by special vote of the current serving board of directors. Elections will be administered at the annual meeting in April, and commence on July 1st of each year.

Section 5.3     Resignation. Any director may resign at any time by giving written notice of such resignation to the board of directors.

Section 5.4     Meetings. Annual and regular monthly meetings will be announced and scheduled according to the regular protocols of the corporation whenever possible. Notification and communication of meeting schedule change will follow the procedures outlined within Article 4 in consideration of the full membership group and board of directors.

Section 5.5    Special Meetings. Special meetings of the board of directors may be called by the president or upon written request by any two directors stating the purpose and intent of the meeting. Notice of special meeting shall be given by the president or secretary to each director at least 24 hours in advance, which notice shall be given by reasonable means, to include electronic communications, telephone, or in person.

Section 5.6     Waiver of Notice. Notice of any meeting of the board of directors may be waived before, at or after such meeting in writing, and signed by each director. A director, by attendance and participation in the action taken at any meeting shall be deemed to have waived notice of such meeting unless the person’s appearance is solely for the purpose of asserting the illegality of the meeting.

Section 5.7     Quorum. At all meetings of the board of directors, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of the majority of such directors present an any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute of be the bylaws.

Section 5.8     Board action without Meeting. Any action that could be taken at the meeting of the board of directors may be taken without a meeting when authorized in writing and signed by all directors.

Section 5.9     Chairperson. At all meetings of the board of directors, the president, or in the president’s absence the vice president, and in the absence of vice president the secretary shall preside. Should these elected officers all be absent, an alternative meeting time shall be recommended.

Section 5.10   Compensation. Directors, Officers and members as such shall not receive any stated salaries or compensation for their services (except by resolution of the board of directors, expenses related to special meeting or event attendance may be allowed for travel and accommodation reimbursements), provided that nothing herein contained shall be construed to preclude any director, excluding employees of the Harrisburg School District, from serving the corporation in any other capacity and receiving compensation therefore.

Section 5.11   Removal. A director of the corporation may be removed from office by a vote of the majority of the remaining members of the board for malfeasance, misconduct, or neglect of duty, criminal conviction or for other personal reasons views as negatively impacting the corporation as determined by the remaining members of the board of directors. The board of directors may appoint a new director to fill the vacancy of a director who has been removed.

Article 6

Officers

Section 6.1     Number. The officers of the corporation shall consist of a president, vice president, secretary and treasurer. Any two offices may be held by the same person, except the offices of president and secretary.

Section 6.2     Election, Term of Office and Qualification. The president, vice president, secretary and treasurer shall be elected annually by the voting members of the corporation. At the time an officer is elected, the person is not required to be a member of the corporation, but must be a parent or guardian of a student in good standing expected to be enrolled in the Harrisburg School District for a majority of the officers term. Elections will be administered at the annual meeting in April, and commence on July 1st of each year.

Section 6.3     Vacancies. In case any office of the corporation becomes vacant by death, resignation, retirement, disqualification, removal from office, or by any other cause, the board of directors may elect an officer to fill such vacancy and the officer so elected shall hold the office and serve for the unexpired term.

Section 6.4     President. The President shall preside at all meetings of the members and board of directors, or shall designate a replacement as outlined in Section 5.9. The president shall have and exercise general charge and supervision of the affairs of the corporation and shall perform such other duties as may be assigned to the president by the board of directors.

Section 6.5     Vice President. The Vice President (VP) shall have such authority and responsibility as the board of directors assigns. The VP will actively assist the president and shall assume leadership responsibilities in the absence of the president. The VP will administrate the work of any committees established within the authority and operations of the board of directors, and will perform such other duties as may be assigned.

Section 6.6     Secretary. The secretary shall have charge of all documents and papers as the board of directors may determine. The secretary shall attend and keep the minutes of all meetings of the board of directors and corporation, and shall report written record at the next scheduled meeting. The secretary may sign with the president in the name or on behalf of the corporation any contracts or agreements authorized by the board of directors. The secretary shall perform general duties as understood for the office of secretary, subject to the control of the board of directors, and shall perform such other duties as may be assigned by the same.

Section 6.7     Treasurer. The treasurer shall administrate and manage oversight of all funds, property and securities of the corporation, subject to regulations as may be imposed by the board of directors. The treasurer may be required to give bond for the performance of the treasurer’s duties, premiums for which shall be paid out of the corporation funds, in such sum and with such sureties as the board of directors may require. The treasurer shall sign all receipts and vouchers, and together with such officer or officers as designated by the board of directors, sign all checks of the corporation and all bills of exchange. The treasurer shall make such payment as may be necessary or proper to be made on behalf of the corporation. The treasurer shall regularly enter details on the books of the corporation an account of all monies and obligations, and shall exhibit such books at all reasonable times to any director or member. The treasurer shall present a formal financial reconciliation or report at all regularly scheduled meetings, and in general, shall perform all the duties incumbent to the office of treasurer, subject to the controls of the board of directors.

Section 6.8     Removal. Any officer or representative elected or appointed may be removed from office by an affirmative vote of the majority of the voting members any regular or special meeting called for the purpose, whenever in their judgement the best interests of the corporation will be served. Best interests of the corporation may be, but not limited to, nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the corporation, for lack of sympathy with its objectives, or for the refusal to render reasonable assistance in carrying out its purposes. Any officer proposed to be removed shall be entitled to at least five (5) business days notice of the meeting of the voting members at which such removal is to be voted upon, and shall be entitled to appear before and be heard by the members at such meeting.

Article 7

Indemnification and Insurance

Section 7.1     Indemnification. The corporation may indemnify a director and officer of the corporation pursuant to SDCL 47-22-65.1 to 47-22-65.8.

Section 7.2     Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer against any liability asserted against the person and incurred in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of this Article or of South Dakota’s nonprofit Corporation Act.

Article 8

Contracts, Checks, Deposits and Loans

Section 8.1     Contracts.   The board may authorize any officer or officers established by these bylaws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized by the board of directors, no officer shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable pecuniarily for any purpose or to any amount.

Section 8.2     Check, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes, or other evidences issued in the name of the corporation shall be signed by such officer or officers of the corporation, and in such a manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer of the corporation.

Section 8.3     Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

Section 8.4     Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.

Article 9

Books and Records

Section 9.1     Books and Records. The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, board of directors, and committees having any assigned authority of the board of directors. Any director, officer, or member may inspect all books and records of the corporation for any proper purpose at any reasonable time.

Article 10

Fiscal year

Section 10.1   Fiscal Year. The fiscal year of the corporation shall begin on the first day of July and end on the last day of June each calendar year.

Article 11

Waiver of Notice

Section 11.1   Waiver of Notice. Whenever notice is required to be given under the provisions of the Nonprofit Corporation Act of South Dakota or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article 12

Amendments to Bylaws

Section 12.1   Amendments. The members of the corporation shall have the power to make, alter, amend and repeal the Bylaws of the corporation by a vote of a majority of members who are present and entitled to vote at any meeting, provided that notice of the proposed alteration, amendment or repeal shall have been given to the members in the notice of such meeting.