ABBA Bylaws

Bylaws

ANDERSON BAND BOOSTER ASSOCIATION, Inc

Revised May 1, 2009

Organizational Structure:
ABBA Board of Directors (Board)
ABBA Executive Committee = ABBA Officers and ABBA Committee Chairs Committees, Members, Band Directors, Band Members

ARTICLE I PURPOSE

Section 1.10 The purpose of the Anderson Band Booster Association (ABBA) is:

  1. (a)  To create a volunteer workforce to help the band and its directors
  2. (b)  To accept, raise, and disburse funds and otherwise assist the band program, in accordance with legalauthority, AISD and UIL policy and the band directors;
  3. (c)  To promote and stimulate musical education in the community;
  4. (d)  To create fellowship, unify efforts and cooperation among ABBA members.

ARTICLE II POLICY

Section 2.10 ABBA shall be a nonprofit, non-commercial, non-sectarian, and non-partisan organization operating as a 501c3 non-profit corporation.

Section 2.11 ABBA shall cooperate with school authorities and administration.
Section 2.12 No officer or member shall act singly to obligate or encumber ABBA.
Section 2.13 No one person should chair more than one standing committee in the same year.

ARTICLE III MEMBERSHIP

Section 3.10 Anyone who is interested in supporting the Anderson High School Band Program may pay dues and join ABBA.

Section 3.11 Annual dues for each family shall be payable at the beginning of each school year. Section 3:12 Annual dues shall be set by the ABBA Board and ABBA Officers in agreement with the

Band Director.

ARTICLE IV MEETINGS

Section 4.10 Robert’ s Rules of Order by General Henry M. Robert, 10th Edition or later as adopted by the Executive Committee at the beginning of each school year shall govern all meetings.

Section 4.11 A quorum for both General and Special Meetings is considered to be attendance of a least 10 members of the ABBA Executive Committee.

Section 4.12 The order of business at any meeting of the Anderson Band Boosters Association shall include: (a) Call to order
(b) Reading of the minutes
(c) Report of the treasurer

(d) Reports of the committees (e) Report of band director

(f) New business (g) Adjournment

Section 4.13 General Meetings ABBA shall meet at least annually for a General Meeting of all of the membership. The date for this meeting will be set by the Executive Committee and should coincide with the Senior Concert.

Section 4.14 Special Meetings The Special Meetings of ABBA may be called by the President of the ABBA Executive Committee, or upon written request of five members of the Executive Committee. No business shall be presented at called meetings except that for which the meeting was called. Any member of ABBA may attend.

Section 4.15 Executive Board/Committee Meetings

  1. (a)  Meetings of the Executive Committee may be called by the President, or upon written request of two members of the Executive Committee.
  2. (b)  There will only be one vote per office and committee chair. If the office or chair is shared, only one vote is allowed for the position.
  3. (c)  Meetings will be announced at least 2 weeks in advance.

ARTICLE V BOARD OF DIRECTORS

Section 5.10 Number and Term of Office of Directors: The ABBA Board of Directors shall consist of a minimum of three(3)members. Any change in the number of Board Members must be agreed upon by a majority vote. The normal term of a Board Member is two (2) years and a Board Member may serve 2 consecutive terms. Initially, Place 1 will expire on May 31, 2009. Place 2 will expire on May 31, 2010 and Place 3 will expire on May 31, 2011. After this initial period, Board Members will be elected for two (2) year terms and may serve two (2) consecutive terms.

Section 5.11 Election Process: All Board Members shall be elected by the Board of Directors (BoD) from persons nominated from the floor at the annual Board Meeting or at any special meeting called for such purpose. Election shall be by majority vote of the Board Members present at the meeting, providing a quorum is present. The Board Members elected at the meeting shall commence their term of office on the 1st day of the month following such meeting or at such earlier date as the Board may specify.

Section 5.12 Qualifications: No compensated employee of the Corporation may serve as a member of the ABBA Board. No person who has served as a Board Member in the past for two (2) successive terms may serve again until one (1) year has elapsed since the expiration of their second consecutive term. For purposes of continuity, Board Members need not have a student in the Anderson Band program.

Section 5.13 Vacancies: A vacancy on the ABBA Board may be filled temporarily until a successor can be elected to fill the unexpired term. Any Board Member who misses 3 consecutive meetings is considered as having resigned from the ABBA Board. The remaining Board Members shall conduct a timely search and fill the position in an election whose procedure is described in Section 5.11.

Section 5.14 Meetings

  1. (a)  The Annual Meeting of the ABBA Board shall be held in the month of May.
  2. (b)  Additional meetings of the Board may be called by any Board Member. Notice of time, purpose and place will occur at least 3 days prior to the meeting time.
  3. (c)  The Board Member who calls an additional meeting will announce the meeting to all Board Members. Such notice shall be by mail, email or fax sent to each member at their physical or email address or fax number last recorded with a Board Member who acts as Secretary for this meeting. Any Board Member may qualify for an excused absence by notifying the other Board Members in writing 24 hours ahead of the meeting time that they cannot attend. If meeting topics are to be voted upon, a Board Member may specify their vote with an attending member. A Board Member may call their vote with respect to the subject matter thereof. Such written consent(s) shall be filed with the minutes of the proceedings of the Board Members. Such actions by written consent shall have the same force and effect as a unanimous vote of the Board Members. Any certificate or other document filed under any provision of the Texas Business Organizations Code which relates to actions so taken shall state that the action was taken by unanimous written consent of the Board Members to so act, and such statement shall be prima facie evidence of such authority.

Section 5.15 Powers: The Board of Directors shall exercise all corporate powers and conduct, manage and control the affairs and property of this Corporation. Except where otherwise provided in the Certificate of Formation of the Corporation, these Bylaws, or applicable law, the Board shall exercise all the powers of the Corporation as set forth in the Texas Business Organizations Code and any amendments thereto.

Section 5.16 Quorum and Voting: A quorum for the transaction of business shall exist whenever a majority of the Board is present in person or by proxy. Each Board Member shall be entitled to one (1) vote in person, by telephone, or by proxy executed in writing or e-mail by that member prior to the meeting. No proxy shall be valid after (1) one week from the date of its execution.

Section 5.17 Duties of Directors

(a) Directors shall exercise ordinary business judgment in managing the affairs of ABBA. In acting in their official capacity as ABBA Board Members, they shall act in good faith, with ordinary care and take actions they reasonable believe to be in the best interests of ABBA and that are in compliance with state and federal regulations.

(b) A Board Member shall not be liable if, in the exercise of ordinary care, he/she acts in good faith relying on information, opinions, reports, or statements concerning ABBA provided by one or more officers or employees of ABBA, legal counsel, public accountants or other professionals, or a member of the Executive Committee of which the ABBA Board Member is not a member. A Board Member is not relying in good faith, within the meaning of this Section, if that person has knowledge concerning a matter in question that makes reliance otherwise permitted by this Section unwarranted.

(c) ABBA Board Members are not deemed to have the duties of trustees of a trust with respect to ABBA or with respect to any property held or administered by ABBA, including property that may be subject to restrictions imposed by the donor or transferor of the property.

(d) Offices: Place 1, Place 2, Place 3. One officer shall act as Chairman of the Board to preside at any meeting. They shall sign checks, file all legal paperwork in a timely manner, vote, keep minutes and voting records and be a liaison to the Executive Committee.
(e) Board Members may also deposit funds into the ABBA bank account and sign checks.

(f) Board Members elect the ABBA Officers and Committee Chairpersons of the standing committees for a term of one year.

Section 5.18 Conflict of Interest: No Board Member may use their position for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, especially those with whom they have family, business, or other ties. As a safeguard to prevent and prohibit this, if the other Board Members agree that an “interested party” should abstain from voting on certain matters, the person will not vote on that matter unless there is full disclosure in writing of all relevant facts and approval by the majority of “disinterested” Board Members.

Section 5.19 Removal of Directors: The ABBA Board shall have the authority to remove any of the Board Members by affirmative vote of two-thirds (2/3) of the Board Members in office. This authority is exercisable at the discretion of the Board, and the removal shall be effective as set forth in the resolution adopted by the Board taking such action. The resulting vacancy shall be filled pursuant to the provisions of Section 5.13 of these Bylaws.

Section 5.20 Compensation

(a) Board Members shall receive no compensation from ABBA for serving on the Board of Directors
(b) This Section shall not be construed to invalidate any contract or transaction under which compensation is due by ABBA for the Board Member’s services in another capacity, where such services are not in violation of Section 5.18 of these Bylaws.

Section 5.21 By-Law Amendments

(a) Amendment(s) to the bylaws may be introduced at any Board of Directors meeting and acted upon no later than at the next meeting.

(b) Any amendment must be passed by a two-thirds vote of the members attending the meeting.

ARTICLE VI EXECUTIVE COMMITTEE – OFFICERS & COMMITTEE CHAIRS

Section 6.10 The Executive Committee shall consist of the ABBA Officers and the ABBA Committee Chairs.
Section 6.11 The ABBA officers shall consist of a President, President-Elect, Vice President, Secretary,

Treasurer, and Immediate Past President. These offices may be filled by one person or by two co-holders of a specific office.

Section 6.12 Only Anderson Band parents with currently paid up membership in ABBA and a child active in the Anderson Band program may be an officer (with the exception of an Immediate Past President.). This does not apply to committee chairs.

Section 6.13 The Band Directors of the Anderson Trojan Band are ex-officio Executive Committee members. (Members without a vote) In carrying out the purposes of ABBA to supplement the financial and other needs of the band programs at Anderson High School, a difference of opinion may arise between ABBA and the Anderson High School Director of Bands as to the needs of the band programs or how to prioritize those needs. If the parties are unable among themselves to amicably resolve their differences, the Director of Bands may request that the parties participate in mediation. The costs, if any, of the mediation shall be shared equally by ABBA and the Anderson High School band program. The parties shall agree on the person to serve as mediator. The mediator may not have any financial or personal interest in the outcome of the mediation and must disclose any circumstances which might create a presumption of bias or cause a delay in the mediation process. The mediation shall occur as soon a practical for both parties, but no later than 30 days following the receipt by ABBA of the request by the Director of Bands.

Section 6.14 The Executive Committee shall meet prior to each General Meeting of ABBA.
Section 6.15 The Executive Committee Officers, in coordination with the Director of Bands and Board of Directors, shall have general charge of the budgeting of finances of ABBA and shall present a budget at the first meeting of the fiscal year. This budget may be amended by majority vote of the Executive Committee at any time.

Section 6.16 The Executive Committee Officers shall be empowered in time of emergency, when General Meetings cannot be conducted in normal manner, to carry out such business as would normally come before ABBA.

Section 6.17 The Executive Committee shall keep a record of its proceedings. In the event that an Executive Committee Meeting cannot be held or orders of business specified by ABBA cannot be conducted in a normal manner, such report is to be distributed to the membership by e-mail or made available on ABBA’s website.

Section 6.19 In the event an Executive Committee Chairperson’s child decides to drop from the band program, the member is to immediately resign his/her office, at the discretion of the Executive Committee Officers. It shall be the duty of the President to appoint a person to fill such office with the approval of a majority of the Executive Committee Officers.

ARTICLE VII DUTIES OF OFFICERS

Section 7.10 President – The President’s duties include, but are not limited to…presiding at all meetings of ABBA and of the Executive Committee. He/she shall be ex-officio member of all committees, except the Nominating Committee. The EC President may be a member of the Board of Directors. With the Director of Bands, he/she shall approve all communications sent out in the name of ABBA. The President shall be empowered to add special committees as needed, with the approval of the Executive Committee. The President, together with the Secretary and Band Directors, will keep up to date and accessible records of all forms and information needed by committee chairs to function properly.

Section 7.11 President-Elect – The President-Elect is to serve as an administrative assistant to the President and perform such duties as the President may assign. The President-Elect shall preside at meetings in the absence of the President. In the event of a vacancy in the office of the President, the President-Elect shall at once succeed to the office of the President to complete the unexpired term. The Executive Committee shall fill a vacancy in this position. The President-Elect may hold another office or committee chair while holding this position.

Section 7.12 Secretary – The Secretary shall keep an accurate record of all meetings of ABBA and Executive Committee. It is the responsibility of the Secretary to advise on parliamentary procedures and maintain ABBA’s governing documents and parliamentary references.

Section 7.13 Treasurer – The Treasurer shall collect dues, and together with the President and Band Director, shall sign all purchase approval request forms. He/she shall keep a ledger consisting of the accounts prescribed by the budget, show detailed information of how the monies are received and disbursed at each meeting of ABBA, and an annual report at the final meeting of the year. Upon receipt of dues from new members, the treasurer shall notify the Membership Chairperson of such new members. The Treasurer will write and issue checks from ABBA. All checks shall be signed by (2) two Board Members. The Treasurer shall be responsible for a Review of the Bank Statement each month with the ABBA President/VP Chair of the Fundraising Committee and a member of the Board of Directors. The Treasurer will work with the President and the Director of Bands to determine annual budgets which will be presented to the Board of Directors for review. The Treasurer receives all bank deposit statements and correlates them with backup documents and monthly bank statements.

Section 7.14 Vice President – The Vice President is the chair of the Fundraising Committee and works with the various subgroups within this committee to explore and coordinate all fundraising activities for ABBA. It shall also be the duty of this chairperson to direct and collect all funds from these projects and promptly deposit funds into ABBA’s bank account. The Vice President may also review then turn funds and documentation over to a Board member to deposit. The Vice President works closely with the EC Treasurer.

Section 7.15 Immediate Past President – The Immediate Past President shall advise the President and the membership. The Immediate Past President is a non-voting member of the Executive Committee.

ARTICLE VIII TERMS OF OFFICE

Section 8.10 The ABBA Officers and Committee Chairpersons of the standing committees shall be selected by a Nominating Committee and elected by the Board of Directors for a term of one year beginning at the Senior Concert or Annual Meeting.

Section 8.11 No ABBA officer shall serve more than two consecutive terms in any one office without approval of the Director of Bands and the Board of Directors. Committee Chairs have no term limit.

Section 8.12 Except for a vacancy in the office of the President, it shall be the duty of the President to appoint a person to fill such office with the approval of two-thirds of the Executive Committee.

Section 8.13 In the case of a vacancy in the office of President, President-Elect shall immediately succeed to the presidency and complete the unexpired term.

Section 8.14 A newly appointed or elected ABBA Officer or Chairperson(s) shall be duly installed at the time of their appointment or election.

ARTICLE IX ELECTION OF OFFICERS & COMMITTEE CHAIRS

Section 9.10 Nominations for officers and chairpersons of the standing committees shall be made by a nominating committee to consist of a minimum of five (5) members with the President-Elect as chairperson, or in the absence of a President-Elect, the President shall appoint a chairperson, prior to the March Executive Committee meeting each year. The nominating committee shall report the names of candidates available and willing to serve for each office or to chair a standing committee at the March

executive meeting. Names of those candidates shall be announced to the General Membership prior to the

General Meeting where elections will take place.
Section 9.11 The election normally shall be at the Senior Concert by acclamation.
Section 9.12 In the event there is more than one candidate for an office, elections of officers and

chairpersons shall be by written ballot immediately and a majority of votes is sufficient. Section 9.13 The elected officers and chairpersons shall be duly installed at the Senior Concert.

ARTICLE X STANDING COMMITTEES

Standing Committees of ABBA shall include but are not limited to Catering, Chaperone, Dance Guard, Communications/Website, Drumline, Fundraising, Pit Crew, Social, Spirit, and Uniforms. Most of these committees have year-round activities and responsibilities. The chairperson of each committee shall present a plan of work to the Executive Committee for approval. No committee work or expenditures over budgeted amount shall be undertaken without the consent of the Executive Committee and Band Directors.

ARTICLE XI SPECIAL COMMITTEES

Section 11.10 Special Committees of ABBA shall exist at the pleasure of the Executive Committee to fulfill special needs as they occur. Special Committees may become dormant as the nature of the band program changes. The chairperson of each committee shall present a plan of work to the Executive Committee for approval. No committee work or expenditures over budgeted amount shall be undertaken without the consent of the Officers of the Executive Committee and Band Directors.

The preceding bylaws were adopted by directors of the Anderson Band Boosters Association as approved by then current members of the Anderson Band Booster Association held on June 4, 2007, and, as amended, are the current bylaws of the Association in force and effect as of June 4, 2007.

Anderson Band Booster Association Directors
Ken Rowley ________________________________
Cathy Bruce Purdy ___________________________

Terri Panico _______________________________