Bylaws

• Active Member shall mean any member approved by the artistic leader in consultation with the Board whom has paid Dues or entered into an approved Dues payment arrangement with the Board Treasurer. 

• Full Board Member or Director shall mean any elected Board member which retains voting rights and decision-making authority.

• Board Advisor shall mean any Board member appointed or contracted by the Board to act in an advisory or other leadership capacity.

• Board or Full Board shall mean the entire Board of Directors inclusive of full and advisor members.

• Quorum shall mean a simple majority of fifty percent plus one members of the voting body (e.g. Board, Membership).

• Membership shall mean the general body of active members.

• Performance (“Concert” or “Event”) shall mean a single concert event where the entire ensemble performs. 

• Performance Series (“Series”) shall mean a group of individual events organized under a cohesive theme.

• Performance Season (“Season”) shall mean an entire season of performance events and series.

• Rehearsal shall mean any scheduled session for the ensemble to prepare and rehearse music for an upcoming event.

• References to Governing Documents include the organization’s Articles of Incorporation and Bylaws. Operating Documents include organizational documents, Board records, Member Handbooks or Guidelines, contracts, or other documents used to manage operational activities for the organization, maintained by the Board.

Section 1.1 Name

The name of the organization shall be Plymouth Concert Band (hereafter referred to as “PCB” or “Corporation” or “Organization”), and is a nonprofit corporation incorporated under the provisions of Minnesota Statues Chapter 317A—Nonprofit Corporations.

Section 1.2 Office

The office of the PCB is located at 3400 Plymouth Blvd., Plymouth, MN, 55447—the offices of the City of Plymouth.

Section 1.3 Purpose

The PCB is organized exclusively for purposes of cultural and musical expression, community building and fellowship, and to educate its members and community on the history and repertoire of the wind ensemble.

It is the mission of the PCB to be a premier wind ensemble in the Twin Cities, provide instrumental performance opportunities to qualified adults seeking the development of musical expression, and enhance cultural opportunities in the City of Plymouth and surrounding communities through the presentation of a variety of free concerts and events.

The PCB seeks to offer a substantive number of musical performances each Season, primarily in the City of Plymouth. In addition, the PCB encourages and promotes fellowship amongst members and the community, contributes to the Plymouth community at-large, and performs music of such variety that skilled players of a variety of ages and musical backgrounds are attracted to the organization as an opportunity for musical fulfillment.

Section 1.4 Books and Records

The PCB shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.

Examples of such records include, but are not limited to:

• Membership Roster containing certain demographic information deemed necessary by the Board of Directors which may be made available upon request to members.

• The original records of all proceedings, agenda, voting and resolutions of the Members and the Board.

• Appropriate registered documents of PCB, and any subsequent amendments thereto.

• Required government filings of PCB. 

• All receipts and contracts related to expenses funded by grants shall be kept in accordance with specific time frames stated in a grant agreement. 

• Communications by the Board to members for the last three years.

Any PCB member in good standing has the right to request and examine any records. Review of such requests and provisioning of requested records will be coordinated by the Secretary of the Board. 

Section 2.1 Authority

PCB maintains a governing body known as the Board of Directors (“Board”). The Board shall be the decision-making body and final authority for all decisions regarding PCB and is responsible for overall policy and direction of the organization. The Board shall have control of and be responsible for the management of the affairs and property of the Corporation. The Board may, at its discretion, delegate its responsibilities for day-to-day operations to staff, volunteers, or committees. 

Section 2.2 Term

Board Members are elected to one-year terms aligning to the PCB Fiscal Year (September 1 to August 31). There is no limit to the number of terms or consecutive terms a Board Member may serve.

The period between the date of the election of the Board and the commencement of the term shall be known as the “Transition Period” where the outgoing board remains in effect until a transition meeting occurs – no later than July 31 following the election.

Section 2.3 Compensation and Insurance

No Board Member may receive compensation for their services as a Board Member. Board Members may otherwise contract with PCB for compensated services. 

Board Members may receive reimbursement for approved expenses.

The PCB will carry a suitable insurance policy for members of the Board in compliance with any applicable laws or regulations.

Section 2.4 Organization

The Board is comprised of two types of members: 

1. Full Board Members (“Directors”)—elected by the Membership and retain full voting powers and responsibilities and pertaining to the office. Includes Executive Officers (“Officers”).

2. Advisory Board Members—appointed by the Board to serve on the board in an advisory capacity. Do not retain voting rights and are limited in their scope based on applicable contractual agreement or role description. 

The Board shall have up to nine but no fewer than five Full Board Members, of which fifty percent or more must be current members in good standing.

The Board is governed by an Executive Committee, detailed herein, which is comprised of the Executive Officers.

Section 2.5 Executive Officers and Other Roles

Full Board Members are elected to serve on the Board without regard to a pre-determined role. The incoming Board will then determine its Executive Officers and other roles deemed necessary by the Board. 

Minnesota law requires a board must consist of a President and a Treasurer. These roles in addition to the Vice President and Secretary, comprise the Executive Officers of the PCB Board whose general responsibilities are outlined herein. Detailed descriptions of the Executive Officers and other director, staff, volunteer, and committee responsibilities are detailed in various PCB operating documents maintained by the Board.

Section 3.1 Music Director

The PCB Board shall hire a Music Director who shall serve at the will of the Board in the capacity of artistic leader of the organization. Specific terms of employment and responsibilities shall be outlined in relevant employment and organizational documents. 

The Music Director reports to and is supervised by the Executive Committee, and shall serve on the Board of Directors in an Advisory capacity at the request of the President.

Section 4.1 Eligibility

Membership in the PCB is open to qualified individuals who express interest and support the Organization’s Purpose. Specific requirements for membership are outlined in the Membership Handbook which is maintained by the Board. Admission to the PCB is determined on a case-by-case basis taking into consideration the individual’s qualifications, experience, interests, abilities, and instrumentation needs of the PCB. 

Approval of new members is at the discretion of the Music Director or their delegate in consultation with the Board. 

Section 4.2 Dues

The PCB is funded in part by dues paid by members. The amount and schedule for dues is determined by the Treasurer in consultation with the full Board and is updated and communicated as needed or at minimum at the beginning of each Season. Collection of dues is the responsibility of the Treasurer. Additional guidelines are provided in the Member Handbook. 

Section 4.3 Expectations

Active members are expected to adhere to membership guidelines and requirements, published annually or as needed by the Board. Revisions to membership guidelines may be suggested by the Board, the Music Director, or any active member in good standing and will be reviewed and decided upon by the Directors.

Individual member exceptions to guidelines may be reviewed and recommended by the Music Director for approval by the full Board. 

All members are responsible for their use of PCB property, e.g. equipment/instruments, music. Members are expected to maintain all PCB property in the condition in which it was given to them and are responsible for any reasonable repair or replacement costs for any damage or loss for which they are deemed responsible. 

Section 4.4 Rights

Each active member in good standing is entitled to:

• Cast one vote in any matters brought before the Membership for a vote. 

• Request to review Corporate records.

• Attend General Board Meetings.

• Bring concerns to any member of the Board for timely consideration and, as warranted, action.

Section 4.5 Resignation or Removal of Members

Any member may resign with sufficient and reasonable notice. Resignation may be assumed if a member misses more than two scheduled rehearsals without notice, or one scheduled performance without notice. 

Any member whose continuance with the PCB is deemed detrimental to the PCB may be dismissed upon the majority vote of the Board. Such a motion must be considered at a regularly scheduled Board Meeting.  There must be a quorum of the Board present at such a meeting, whose agenda noting intent of the motion is distributed prior to the meeting.

Section 4.6 Schedule

The PCB shall maintain a Schedule as determined by the Music Director in consultation with the Board. The Schedule shall include season start and end dates and logistical information (e.g. date, time, location) for all then-known rehearsals and performances for the Season. 

The Schedule will be communicated to members on a timely and regular basis as required for Season preparation and changes to the Schedule.

Section 5.1 Board Meetings

The Board will meet on a regular basis not less than once per fiscal year for general business. General Board meeting schedule and cadence shall be determined by a consensus of the Board. General Board Meetings will be public and member attendance at Board meetings is allowed. Dates, times, and locations of Board Meetings are available upon request to any interested party. Meeting agenda will be provided in advance of the meeting to invited participants. 

A quorum (as defined herein) is required to transact any official business and place and pass motions.

Special meetings of the Board may be called upon the request of the President or one-third of the Board. Notices of special meetings shall be sent by the Secretary to the full Board in advance of the meeting. Special meetings may not be made public and shall not transact official business without a quorum present. Notification of official business transacted or decisions made at special meetings of the Board will be sent to the membership by the Board.

Section 5.2 Membership Meetings

On a regular basis, the Board will conduct a meeting of the general membership. Such meetings may take place as part of a scheduled rehearsal and take the form of informal verbal or written updates; or, such meetings may be previously scheduled and separate from rehearsal in order to conduct official PCB business, e.g. elections. An agenda for any meeting which includes official business shall be communicated to members in advance of the meeting. 

At minimum once per Season, the Board will provide a comprehensive organizational update including updates on strategic programs and initiatives, general operations, the financial health of the organization, and will elect Board members for the following term.

A quorum (as defined herein) is required to transact any official business and place and pass motions.

Section 5.3 Voting; Matters Requiring Member Approval

Each member in good standing shall receive one (1) vote on any matter requiring the approval of the membership. Matters to be presented to the membership for voting are determined by the Board except as otherwise indicated.

Unless otherwise indicated and determined by the Board, all matters requiring a vote are decided by a majority vote, administered either by voice vote or via ballot as determined by the Board. 

Section 5.4 Bylaws

PCB Bylaws are maintained by the Secretary. Revisions (“amendments”) to Bylaws may be requested or suggested by any member and must be communicated in writing to the Secretary. Consideration and recommendation of any requested revisions to the Directors will be made by the Secretary. Proposed revisions will be reviewed by the Directors for approval. 

Approved revisions will be communicated to the membership in writing with notification of the intent to bring the revisions to a membership meeting for consideration and a vote. Members shall be allowed to submit in writing questions or comments to the Secretary in advance of the meeting. During the meeting, member submitted questions and comments will be addressed by the Board. Although revisions are approved by the Board, a majority vote by the membership is required to adopt revisions to the Bylaws. 

Revisions to the Bylaws adopted by the membership are in force and effective immediately following the vote. 

The undersigned Secretary of the PCB hereby certifies that the foregoing Bylaws were approved by the Board of Directors and adopted by the membership on January 28, 2019.

Respectfully,
Steven Comingdeer
Secretary, PCB Board of Directors