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MHCB Bylaws

By-Laws

  • the Denver Junior Police Band

a/k/a the Mile High Community Band

 

Article I

Purposes of the Corporation

The sole and exclusive purposes of the Corporation are to:

  • Provide and further music education for members;
  • Provide a welcoming and educational environment for members;
  • Provide opportunities for positive interactions between members and the community;
  • Make programs available to all regardless of their financial situation;
  • Provide opportunities for members to perform in public;
  • Provide scholarships to deserving members to further their education.

Any and all income obtained in the course of performing these functions shall be used exclusively for furtherance of the purposes of the organization, at the discretion of the Board of Directors. The corporation is organized and shall operate exclusively to maintain the qualified status under section 501(c)(3) of the Internal Revenue Code and any successor internal revenue law.

Article II

Non-Discrimination Statement

The Denver Junior Police Band (dba Mile High Community Band) is an affirmative action/equal opportunity organization and does not discriminate against any person or organization based on age, race, sex, color, creed, religion, national origin, sexual orientation, transgender status, gender identity, gender expression, ancestry, marital status, gender, veteran status, military status, political service, affiliation or disability.

                                                                                    Article III

                                                                           Board of Directors

Section 1. Membership The affairs of the Corporation shall be managed by a Board of Directors consisting of three (3) to seven (7) individuals. Directors may include parents, members of the organization, representatives of sponsoring organizations, professional musicians, and other members of the greater Denver metropolitan area community. The Board may include minors, who however may not vote (in accordance with Colorado law).

  1. A Board of Directors member must be and remain in good standing or he/she shall no longer be qualified to be a member of the Board of Directors. To be in good standing, a Director who is a member of the Band shall be current on dues and regularly attend rehearsals and performances.   All Directors must regularly attend Board of Directors meetings to be in good standing.

If a Director fails to remain in good standing, that person shall no longer be qualified to hold office as a Director. This shall create a vacancy on the Board.

Directors shall be chosen by a vote of the Band membership. The Band shall elect its Board of Directors at the last Band rehearsal in August of odd numbered years.

Any vacancy as determined by the Board shall also be filled by a vote of the Band membership. That Director shall serve the remainder of the regular term of office. Election to fill a vacancy may be held at any time. The Board may recommend someone to the Band to fill a vacancy, but any appointment to fill a vacancy shall be made by a vote of the Band membership.

The number or composition of the Board of Directors may be changed by a majority vote of the Board.

Members of the Board shall serve for a term of two years. There shall be no limitation on the number of elected terms that a Board member may serve.


Section 2. Meetings.     Unless determined otherwise by a majority vote of the Board, the Board of Directors shall meet at least quarterly and more often as deemed necessary at a date and time determined by the Board. Meetings of the Board of Directors may also be held upon call by the President or any three members of the Board of Directors, and shall be upon 72 hours notice to each Director. Special meetings may be called by any Director. Attendance of a Director at a meeting shall constitute a waiver of notice of the meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business.

If both the President and Vice-President declare an issue urgent, the President or Vice-President can organize an impromptu meeting for the following rehearsal night to vote on that issue. If a meeting cannot be held or the issue must be addressed prior to the next rehearsal, the Board can vote on the issue via email (see Section 5 below).

Section 3. Action by the Board of Directors. The Board of Directors shall only take action through approval of a formal Motion made by a Director in attendance at a meeting and seconded by another Director or as provided elsewhere in these By-Laws.

Section 4. Quorum.     A majority of voting Directors 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 an act of the Board of Directors unless a greater number is required by the Colorado Non-Profit Corporation Act, the Articles of Incorporation, or by these By‑Laws.

Section 5. Action Without Meeting.      Any action to be taken at a meeting of the Board of Directors may be taken without a meeting provided the action is a simple, single topic and consent in writing setting forth the action is signed by all Directors. Directors may exercise this consent in writing via facsimile or email. Where consent in writing or via email cannot be or has not been obtained from all Directors, there shall not be any action taken outside of a meeting of the Board.

Any Director can demand that the action in question shall not be taken without a meeting (i.e. that a meeting must be held to decide this action).

Section 6. Legal Powers The Board of Directors shall have all of the powers, duties, and responsibilities granted it by the Colorado Non-Profit Corporation Act founded Colorado Revised Statutes annotated Title VII, Articles 20‑29 (1973), including but not limited to:

  1. The power to employ or compensate employees on a part-time or full-time basis as it may find necessary properly to manage the affairs of the Corporation and to delegate authority to such employees.
  1. The power to take all necessary action to carry out the objectives of the Corporation, including but not limited to the power to purchase, convey, lease, encumber, or otherwise deal with real or personal property.

Section 7. Financial Expenditures No general or specific financial commitments shall be consummated without formal pre-approval by a majority vote of the Board.

 

                                                                                   Article IV

                                                                          Officers of the Corporation

Section 1. Officers.       The Officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer. The offices of Secretary and Treasurer may be combined. The officers of the Corporation shall preside at meetings in the following precedence: President, Vice-President, Secretary, and Treasurer.

The Officers of the Corporation shall each be members of the Board of Directors.

Officers shall be elected by the Board of Directors.

Each Officer’s term shall be for one year. The Board of Directors shall elect its Officers in September each year unless that is not practicable. In such case, the Board shall elect its officers at its next regular meeting.

There shall be no limitation on the number of elected terms that an officer may serve.

Section 2. Duties of President.             The President of the Corporation shall be selected by the Board of Directors from among its members. The President shall see that the policies of the Board of Directors are faithfully carried out and perform such other duties as may normally pertain to this office or are assigned by the Board.

Section 3. Duties of Vice-President.     The Vice-President of the Corporation shall be selected by the Board of Directors from among its members. The Vice-President shall be the first person to act for the President in his/her absence, and shall perform such other duties as may be appropriate to this office or are assigned by the Board of Directors or by the President.

Section 4. Duties of Secretary.             The Secretary of the Corporation shall be selected by the Board of Directors from among its members, and shall keep the minutes of the proceedings of the meetings of the Board of Directors and of all committees appointed by the President of the Board of Directors.

The following functions shall remain the ultimate responsibility of the Secretary, but the day-to-day performance of these functions may be delegated by the Secretary to the Operations Manager of the Corporation, subject to guidance in such delegation by a majority vote of the Board.

The Secretary shall be the custodian of all books and records of the Corporation except as noted in Section 5 below. It shall be the Secretary’s obligation to maintain the By-Laws and a record of all updates made to these By-Laws.

The Secretary shall have the responsibility of filing all government-required reports and to see that any required fees are paid. If the registered office or registered agent of this Corporation should change at any time, the Secretary shall have the obligation to see to it that the change is properly recorded with the office of the Colorado Secretary of State.

The Secretary shall attest to all instruments of conveyance that are duly authorized and signed in accordance with the Articles of Incorporation and the By-Laws. The Secretary shall perform such other duties as are customarily associated with the office or which are assigned by the Board of Directors.

Section 5. Duties of Treasurer.             The Treasurer shall: maintain the Corporation’s financial books of account and records; receive, secure, and disburse funds; and prepare and deliver to the Board annual financial statements. The Treasurer shall make the Corporation’s books available at all times for inspection by any Director and all agents of the Board of Directors.

All disbursements of the Corporation shall be by check, signed by any two of the following: Operations Manager, President, Vice-President, Secretary, Treasurer, or authorized Director, but not by two Directors who are members of the same family. Notwithstanding this requirement, disbursements may be made from a petty cash fund in an amount approved by the Board of Directors.

The Treasurer shall be the custodian of the financial books and records of the Corporation, and shall give up-to-date copies to the Secretary as the ultimate custodian of all books and records. The Treasurer shall attest to all instruments of encumbrance that are duly authorized and signed in accordance with the Articles of Incorporation and the By-Laws. The Treasurer shall perform such other duties as are customarily associated with the office or which are assigned by the Board of Directors.


Section 6. Officer Vacancies.    In the case of the inability of any officer to serve, the Board of Directors shall choose, by vote of the majority, from among the remaining Directors, one to serve in that officer’s stead. That appointed officer shall serve for the remainder of the vacated term.

Section 7. Resignation, Termination, and Absences.    Resignation from the Board must be in writing and received by the President.

The Board of Directors may request that a Director resign from the Board where that Director has had excessive absences from Board meetings or has not otherwise fulfilled his or her duties to the Board and the Band. This action is non-binding and shall require a vote of 2/3 of the Directors present.

Article V

Work of the Corporation

Section 1. Operations Manager.           The Corporation shall have the authority to appoint or hire and retain an Operations Manager to manage the day-to-day operations of the Corporation. These duties shall include but not be limited to executing contracts, to assigning staff duties and directing and supervising their work, and to performing such other duties as may be assigned by the Board.

Section 2. Volunteers.              The Corporation may establish volunteer positions to assist in managing the day-to-day operations of the Corporation either in conjunction with or in lieu of an Operations Manager. The Corporation shall establish the duties of these volunteer positions and appoint individuals to fill these positions. Volunteers may not execute contracts.

Section 3. Committees.            The Board may create committees as needed, such as fundraising, scheduling, etc. The President appoints all committee chairs. Committees may not execute contracts.

                                                                                    Article VI

Payment of Officers

No loans or payments of any kind shall be made by the Corporation to its Directors or Officers for services performed in connection with the respective service in that office; and, no asset of the Corporation shall inure to the benefit of any Officer or Director for services performed in connection with the respective service in that office. Directors may contract with the Band to provide goods or services requested by the Board that are outside the scope of the Director’s duties in his or her respective offices.

To the extent a Director contracts with the Band to provide goods or services requested by the Board, these contracts shall be in writing or as otherwise required by law.

Consistent with the Band’s stated “sole and exclusive purposes” recited above and to the extent allowed by law, the Board shall not be prohibited from granting a scholarship or other form of support consistent with the Band’s mission to a Director, including an Officer, so long as the Board utilizes the same criteria in granting that scholarship that it uses in determining whether to grant a scholarship to any other person.

To preclude conflict of interest, a scholarship applicant who is a member of the Board of Directors shall not be permitted to vote on his/her own application.

A Director shall not vote on any matter in which he or she has a direct financial interest.

                                                                                    Article VII

Amendments

Amendments to these By-Laws shall be made by a vote of the majority of the Board of Directors present and voting at a meeting of the Directors at which a quorum is present.

Article VIII

Dissolution

Dissolution of the Corporation may be performed by a majority vote of the Directors at any meeting held properly within the terms of these By-Laws.

 

 

These By-Laws were duly adopted by the Board of Directors at a Board of Directors meeting for which notice was duly given, held on the _____3rd___ of December, 2015

_____Vern Vail_________________________

President of the Board

Subscribed and sworn to before me this ____day of _______________, by

My commission expires: __________

__________________________        

Notary Public

__________________________

            Address

 

 

 

 

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About The Band

The Denver Junior Police Band (dba Mile High Community Band) is an affirmative action/equal opportunity organization and does not discriminate against any person or organization based on age, race, sex, color, creed, religion, national origin, sexual orientation, transgender status, gender identity, gender expression, ancestry, marital status, gender, veteran status, military status, political service, affiliation, or disability.

MHCB, photo by Tera Seville