| Home | Concerts | News | Organization |
April 30, 2003
The name of the Corporation shall be the "Green Mountain Brass Band, Inc."
The purpose of the Corporation shall be to benefit the public by organizing concerts by the Green Mountain Brass Band. The purposes of the concerts shall be: to educate and entertain the public and bandsmen; and to revive and promote the brass band tradition and culture.
The registered office of the corporation shall be located at 147 School Street, PO Box 683, Town of Stowe, State of Vermont. 11B V.S.A. § 5.02.
Section 1. Membership. The Corporation shall have no members. 11B V.S.A.§ 6.03.
Section 1. Powers: The business and affairs of the corporation shall be managed by the Board of Directors. 11B V.S.A. § 8.01. The board may appoint committees for any purpose, including an executive committee that may exercise any of the authority of the board. 11B V.S.A. § 8.25.
Section 2. Number, Tenure, and Qualifications: The board of directors of the Corporation shall consist of three members. Directors shall be elected at the annual meeting of members, and the term of office of each director shall be until the next annual meeting of the members and the election and qualification of his or her successor. Directors must be residents of Vermont and must be members of the Corporation at the time of their election. 11B V.S.A. § 8.02 & 8.04.
Section 3. Regular Meetings: A regular meeting of the Board of Directors shall be held without notice other than this bylaw at the annual meeting. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution. 11B V.S.A. § 8.20.
Section 4. Annual Meeting: The annual meeting of the Board of Directors shall be held on the second Friday of January in each year, beginning at 7:00 o'clock P.M., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in Vermont, such meeting shall be a held on the next succeeding business day. If the election of Directors is not held on that day, the Board of Directors shall call a special meeting as soon thereafter as is convenient. The meeting shall be held at the registered office, unless some other place is specified in the annual meeting notice. It shall be held in Vermont. 11B V.S.A. § 7.01.
Section 5. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the president or any two Directors, and shall be held at the principal office of the corporation or at such other place as the Directors may determine. 11B V.S.A. § 8.20.
Section 6. Notice: Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed to each director at his business address, or by fax or email. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than three days prior to the commencement of the above-stated notice period. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 11B V.S.A. § 8.22& 8.23.
Section 7. Quorum: A majority of the number of Directors fixed in these bylaws shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any action consented to in writing by each and every director shall be as valid as if adopted by the Board of Directors at a duly warned and held meeting of the board, provided such written consent is inserted in the minute book. 11B V.S.A. § 8.24.
Section 8. Voting. Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting. 11B V.S.A. § 8.21.
Section 9. Removal of absent Directors. Directors missing three consecutive regular meetings are deemed removed. 11B V.S.A. § 8.08.
Section 10. Vacancies: Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. 11B V.S.A. § 8.11.
Section 11. Rules. Meetings of the Board of Directors shall be governed by Robert's Rules of Order, Newly Revised (1990). 11B V.S.A. § 2.06(b).
Section 2. Election and Term of Office: The officers of the Corporation shall be elected annually at the first meeting of the Board of Directors held at each annual meeting. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided. 11B V.S.A. § 2.06(b).
Section 3. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.
Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. Powers and Duties: The powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the Board of Directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties associated with such offices. The secretary shall prepare minutes of all meetings of the board, and shall authenticate the records of the corporation upon request. 11B V.S.A. § 8.40.
Section 6. Salaries: The salaries of the officers may be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation. There shall be no right to a salary and a salary may not be paid unless the Board of Directors so orders.
Section 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, or Orders: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the Board of Directors.
Section 4. Deposits: All funds of the Corporation not otherwise employed 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 shall select.
Adopted on 04/30/03
by the Board of Directors:
| Dale J. Long President |
04/24/03 Date |
| Priscilla Douglas Vice President |
04/30/03 Date |
| Thomas H. Lackey Secretary & Treasurer |
04/22/03 Date |