UWABA

m

The University of Wyoming

Alumni Band Website

BACK to UWABA Homepage!

UNIVERSITY OF WYOMING ALUMNI BAND ASSOCIATION

______________________________________________________________

ARTICLE I

PURPOSE

The purpose of the University of Wyoming Alumni Band Association shall be:

(1) To foster a spirit of interest and cooperation among band alumni toward the University of Wyoming;

(2) To support the University of Wyoming bands and their directors;

(3) To encourage acquaintance and fellowship between alumni and current band members;

(4) To strive for greater recognition of University of Wyoming band programs;

(5) To create good will for the University of Wyoming bands; and

(6) To encourage respect for high standards which the University of Wyoming bands strive to uphold.

ARTICLE II

OFFICES

2.01  Principal Office.  The principal office of the corporation shall be at such place within the State of Wyoming as the Board of Directors may determine from time to time.

2.02  Other Offices.  The Board of directors may establish other offices in or outside the State of Wyoming.

ARTICLE III

MEMBERS

3.01  Types of Membership.  There are two types of membership available in the University of Wyoming Alumni Band Association (hereafter referred to as “the Association”):  Member and Honorary Member.

(a)  Member.  A member of the Association is an individual who satisfies the following requirements:  (1) must have performed with and been a member of any University of Wyoming band ensemble; (2) was active for the duration of at least one semester in a University of Wyoming band ensemble; and (3) must pay annual dues as prescribed by the Board of Directors (hereafter referred to as “the Board”).  Members are entitled to vote on all association matters, and to participate in all Association functions.

(b)  Honorary Member.  An Honorary Member of the Association is an individual who has not performed with and been a member of any University of Wyoming band ensemble but satisfies the following requirements:  (1) is nominated by a University of Wyoming faculty member or alumnus, and approved by the Board of Directors; (2) has a strong interest in participating in the activities of the Association; (3) has made outstanding contributions to UW bands; and (4) is a supporter of University of Wyoming bands.  Honorary Members have no voting privileges whatsoever, and are not required to pay dues to the Association.  Honorary members are entitled to participate in all Association functions except as otherwise specified.

3.02  Member Dues.  The Board shall establish the initial and annual dues for membership in the Association.  The billing and collection of dues shall be in a manner prescribed by the Board.
The annual membership dues for the association will be a suggested donation of $15. (approved July 2005)

3.03  Termination of Membership.  Membership or Honorary Membership may be terminated by the Board for failure to fulfill any of the specifications in 3.01 or for conduct determined by the Board of Directors to be detrimental to the Association.

3.04  Annual Meeting.  The annual meeting of the members shall be held in conjunction with the University of Wyoming Homecoming football game.  At each annual meeting, directors of the Board shall be elected as necessary and any other business shall be transacted that may come before the Association.

3.05  Special Meetings.  Special meetings of the members may be called provided that 30 days’ notice is given, as called by (1) the President; (2) four of the seven Board members; or (3) 2/3 of the voting Members.

3.06  Place of Meetings.  All membership meetings shall be held at the Association’s principal office or at any other place determined by the Board and stated in the notice of the meeting.

3.07  Notice of Meetings.  Except as otherwise provided by statute, written notice of the time, place, and purposes of a membership meeting shall be given either personally, by mail, or by electronic means to each member of record entitled to vote at the meeting at his or her last address as it appears in the records of the Association.  Alternatively, notice may be published in the Association’s newsletter, provided that the newsletter is published at least semi-annually and is mailed to members of record entitled to vote at the meeting.  Unless otherwise provided by statute, a meeting agenda shall be included with all meeting notices.

3.08  Conduct of Meetings.  Except as stated otherwise in the bylaws, Robert’s Rules of Order shall govern the conduct of all membership meetings and Board meetings.

3.09  Record Dates.  The Board of Directors may fix in advance a record date for the purpose of determining members entitled to notice of and to vote at a membership meeting or an adjournment of the meeting, or to express consent to or to dissent from a proposal without a meeting, or for the purpose of any other action.  The date fixed shall not be more than 120 days nor less than 10 days before the date of the meeting, nor more than 120 days before any other action.

3.10  List of members.  The Secretary of the Association or the agent of the Association having charge of the membership records of the Association shall make and certify a complete list of the members entitled to vote at a membership meeting or adjournment.  The list shall be arranged alphabetically with the address of each member, be available at the time and place of the membership meeting, 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.

3.11  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.

3.12  Proxies.  A member entitled to vote at a membership meeting or to express consent or dissent without a meeting may authorize other persons to act for the member by proxy.  A proxy form, as determined by the Board, shall be signed by the member and shall be valid for only one meeting.  A proxy is revocable at the option of the member executing it except as otherwise provided by statute. 

3.13  Voting.  Each member is entitled to one vote on each matter submitted to a vote.  A vote may be cast either orally or in writing.  When an action, other than the election of directors, is to be taken by a vote of the members, it shall be authorized by a simple majority of the votes cast by the members entitled to vote, unless a greater vote is required by statute.  Directors shall be elected by a simple majority of votes cast at any election. In the case of a tie, the President will cast the deciding vote. (Approved July 2005). Honorary Members are not entitled to vote.

3.14  Meeting by Telephone or Similar Means.  A member may participate in a membership meeting by conference telephone or any similar communications method through which all persons participating in the meeting can communicate with each other.  Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

ARTICLE IV

OTHER PROVISIONS

4.01  Guests.  On occasion, guests may perform with an Association ensemble at the invitation of a band director, Board of Directors, or other Association member(s).  At the discretion of the Board, reasonable costs associated with the performance may be recouped from the inviter or the invitee, provided that those costs are also incurred by Association members and honorary members.

ARTICLE V

BOARD

5.01  General Powers.  The business, property, and affairs of the Association shall be managed by the Board of Directors.

5.02  Composition of the Board.  The Board of Directors shall consist of the President, the Vice President, the Secretary, the Treasurer, and three Members-At-Large.  The aforementioned officers must be members of the Association prior to assuming their Board position and they constitute the voting members of the Board of Directors.  Honorary Members are not eligible for positions on the Board of Directors.  Additionally, the University of Wyoming Director of Bands, and representatives of the University of Wyoming Foundation and the University of Wyoming Alumni Association shall be ex-officio members of the Board.  Ex-officio members shall be non-voting members of the Board The Board may approve others from time to time to be ex-officio members of the Board.

5.03  Tenure.  The Board shall be elected at the annual membership meeting to hold office for two years or until the Board member’s (hereafter referred to as a Director) successor is elected and qualified, or until the Director’s death, resignation, or removal.  Terms of office shall be staggered, with four Directors elected in odd years, and three elected in even years.  In the first year of the Association, four Board members shall be elected for the period of one year, until such time as a regular odd-year election can occur.

5.04  Resignation.  A Director may resign at any time by providing written notice to the Association.  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 section 5.06 of the bylaws.

5.05  Removal.  Any Director may be removed with or without cause by
(a) a two-thirds vote of the members present who are entitled to vote at an election of Board members at a properly called annual or special meeting;
(b) a vote of five of seven Directors at a properly called regular or special meeting of the Board of Directors.

5.06  Board Vacancies.  A vacancy on the Board may be filled with a person selected by the remaining Directors, through less than a quorum of the Board of Directors, unless filled by proper action of the members.  Each person so elected shall be a Director for a term of office continuing until the next election of directors by the Members.  Directors elected by the Membership to fill a vacancy shall serve the remainder of the term of the position vacated.

5.07  Annual Meeting.  An annual meeting of the Board shall be held each year immediately preceding the annual membership meeting.  If the annual meeting of the Board is not held at that time, the Board shall cause the meeting to be held as soon thereafter as is convenient.

5.08  Regular Meetings.  Regular meetings of the Board shall be held at least quarterly based on the Association’s fiscal year at the time and place as determined by a Board resolution without notice other than the resolution. Meetings may take place in conjunction with alumni events.

5.09  Special Meetings.  Special meetings of the Board may be called by the President or any three Directors 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 director in any manner at least three days before the meeting.

5.10  Statement of Purpose.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice for that meeting.

5.11  Waiver of Notice.  The attendance of a Director at a Board meeting shall constitute a waiver of notice of the meeting, except where a Director 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.

5.12  Meeting by Telephone or Similar Means.  A Director may participate in a meeting by conference telephone or any similar method through which all persons participating in the meeting can communicate with each other.  Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

5.13  Quorum.  A simple majority of the Directors then in office constitutes a quorum for the transaction of any business at any meeting of the Board.  Actions voted on by a simple majority of Directors present at a meeting where a quorum is present shall constitute authorized actions of the Board.

5.14  Consent to Association Actions.  Any action required or permitted to be taken pursuant to Board authorization may be taken without a meeting if, (1) such action is affirmed at the next Board meeting or (2) if, before or after the action, all Directors consent to the action in writing.  Written consents shall be filed with the minutes of the Board’s proceeding.

ARTICLE VI

COMMITTEES

6.01  General Powers.  The Board, by resolution adopted by a vote of a simple majority of its Directors, may designate one or more committees, each committee consisting of one or more Directors.  The Board may also designate one or more Directors 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 Board shall serve at the pleasure of the Board.

A committee designated by the Board may exercise any powers of the Board in managing the Association’s business and affairs, to the extent provided by resolution of the Board.  However, no committee shall have the power to:

(a) amend the articles of incorporation, if at any time the Association becomes incorporated;

(b) adopt an agreement of merger or consolidation;

(c) amend the bylaws of the Association;

(d) fill vacancies on the Board;

(e) fix compensation of the Directors for serving on the Board or on a committee;

(f) recommend to members the sale, lease, or exchange of all or substantially all of the Association’s property and assets;

(g) recommend to the members a dissolution of the Association or a revocation of a dissolution; or

(h) terminate memberships.

6.02  Meetings.  Committees shall meet as directed by the Board, and their meetings shall be governed by the rules provided in Article V for meetings of the Board.  Minutes shall be recorded at each committee meeting and shall be presented to the Board.

6.03  Consent to Committee Actions.  Any action required or permitted to be taken pursuant to authorization of a committee may be taken without a meeting if, before or after the action, all members of the committee consent to the action in writing.  Written consents shall be filed with the minutes of the committee’s proceedings.

ARTICLE VII

OFFICERS

7.01  Number.  The officers of the Association shall be elected by the membership at the annual fall membership meeting.  The elected officers shall be a President, a Vice President, a Secretary, a Treasurer, and three Members-At-Large.  Officers shall be determined by the Board as soon as possible following the annual fall membership meeting.

7.02  Term of Office.  The term of office shall be one year or until the Board member’s successor is elected and qualified, or until the Board member’s death, resignation, or removal.  An officer may resign at any time by providing written notice to the Association.  Notice of resignation is effective on receipt or at a later time designated in the notice.
7.03 – Election of Officers.  Officers shall be elected by simple majority vote of the duly elected members of the Board. In the case of a tie, the President will cast the deciding vote. (Approved July 2005)

7.04  Vacancies.  A vacancy in any office for any reason may be filled by the Board.

7.05  President.  The President shall be the chief executive officer of the Association and shall have authority over the general control and management of the business and affairs of the Association.  The President shall preside over all Board and general membership meetings.  The President shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation.  The President shall sign all Association documents and agreements on behalf of the Association, unless the President or the Board 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 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 to delegate any specific power to any other officer of the Association.

7.06  Vice President.  The Vice President shall have the power to perform duties that may be assigned by the President or the Board.  If the President is absent or unable to perform his or her duties, the Vice President shall perform the President’s duties until the Board directs otherwise.  The Vice President shall be responsible for the publication and mailing of the primary membership mailing prior to the fall annual membership meeting of each year.  The Vice President shall be responsible for membership recruitment and retention.  The Vice President shall perform all duties incident to the office.

7.07  Secretary.  The Secretary shall (a) keep minutes of Board meetings and make copies available to the Directors as soon as possible following the meeting; (b) write an annual summary of the actions of the Directors to be presented to membership; (c) write and send correspondence as directed by the Board; (d) be responsible for providing notice to each member or Director as required by law, the articles of incorporation should the Association incorporate, or these bylaws; and (e) perform all duties incident to the office and other duties assigned by the President or the Board.

7.08  Treasurer.  The Treasurer shall (a) have charge and custody over Association funds and securities; (b) keep accurate books and records of Association receipts and disbursements; (c) deposit all moneys and securities received by the Association at such depositories in the Association’s name that may be designated by the Board; (d) promptly discharge all obligations of the Association; (e) complete all required Association filings; (f) present to the membership at the fall annual meeting an annual financial report; (g) present the financial records for audit once each year at a time directed by the Board; and (h) perform all duties incident to the office and other duties assigned by the President or Board.

7.09  Members-At-Large.  Members-At-Large shall perform all duties assigned by the President or the Board, including but not limited to serving as committee chairpersons.

ARTICLE VIII

FISCAL MATTERS

8.01  Fiscal Year.  The fiscal year of the Association shall be October 1 to September 30.

8.02  Banking Account.  All Association funds shall be held in the name of the “University of Wyoming Alumni Band Association” in a federally insured bank designated by the Association’s Board of Directors.

8.03  Disbursement of Funds.  The Treasurer or the President has the authority to disburse monies from the Association account on the Treasurer’s or President’s authority/signature for any amounts under $100.00.  Any disbursements of amounts of $100.00 and over shall be made only on the authority and signature of the Treasurer and the President with approval of the Association Board of Directors.

8.04  Dissolution.  In the event of dissolution of the association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational organization to be selected by the Board of Directors, in accordance with the Association’s purposes.

ARTICLE IX

AMENDMENTS

The membership at any regular or special meeting may amend or repeal these bylaws, or adopt new bylaws by vote of two-thirds 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.

Contact us!

Contact us!

Contact us!