Bylaws


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YOL By-laws amended from 4-2013

BYLAWS OF YOUTH ORCHESTRAS OF LUBBOCK

 ARTICLE 1

Name and Address

   Section 1.1    Name and Charter. The name of this corporation shall be YOUTH ORCHESTRAS OF LUBBOCK (“YOL”). YOL was duly chartered on September 24, 2010 (Filing #801322706) pursuant to the provisions of the Texas Non-Profit Corporation Act.

  Section1.2     Address.  The office of YOL shall be at the place to be designated by the Board of Directors.

  Section 1.3    Registered Agent.  YOL shall have and continuously maintain in the State of Texas a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act.  The registered office may be, but need not be, identical to the principal office in the State of Texas, and the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

Purpose

Section 2.1      Purpose. Youth Orchestras of Lubbock is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Without limiting the foregoing, the educational purpose includes, but is not limited to, providing an exceptional music education experience to the members of the orchestras; providing artistic performances that enrich the lives of developing musicians, our community, and our region; and working cooperatively with public and private schools, and independent music teachers in a continuing effort to provide musical development for youth.

ARTICLE III

Board of Directors/Meetings

Section 3.1      Authority; Number of Directors. The affairs of the YOL shall be governed by

a Board of Directors.  The initial Directors shall be three (3) in number and shall be those Directors named in the Certificate of Formation. There shall be no maximum number of directors specified.  Parents or guardians of current or former Youth Orchestra members or former Youth Orchestra participants must comprise a majority on the Board.

Section 3.2      Term of Directors and Compensation.  Except as otherwise set forth herein, each Director elected by the Board shall serve for a term of two (2) years, after which the Director may seek reelection.  The term shall begin on August 1 and continue through the second July 31 (to complete a two year term).  The Directors shall serve without compensation for such service.

 Section 3.3      Nomination to Board of Directors.  Nominations for the Board of Directors may be presented to the board in either of the following ways:

(a)        A nominating committee appointed by the board shall prepare a list of new board members to be approved by the Board. The Nominating committee should be comprised of a majority of parents or guardians of current or former Youth Orchestra members or former Youth Orchestra participants. This list will be presented to the Board for their approval.

(b)        The board may approve an additional director or directors as needed during a given year.  Directors elected mid year will serve from the date elected through the second July 31 to complete a term not to exceed two (2) years, after which the Director may seek reelection.

Section 3.4      Removal of Directors for Cause.  If a Director breaches such Director’s duties hereunder or violates the terms of the Certificate of Formation or these Bylaws, such Director may be removed by a majority vote of the remaining Directors.

Section 3.5      Vacancies on Board of Directors.  If the office of any elected Director shall become vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board may elect a new Director in accordance with 3.3(b).

Section 3.6      Place of Meetings.   All meetings of the Board of Directors shall be held at the principal office of YOL or at any other place or places designated at any time by resolution of the Board of Directors or by written consent of all of the Directors.  A special meeting of the Board of Directors may be held by any method of communication, including electronic and telephonic, by which each Director may hear and be heard by every other Director, and any such meeting may involve consideration of any action.

Section 3.7      Regular Board of Directors Meetings.  Regular meetings of the Board of Directors may be held at any time and place permitted by law as from time to time may be determined by the Board of Directors.  Notice of regular meetings of the Board of Directors shall be given to each Director personally, by telephone, electronic mail, facsimile or by United States mail at least ten (10) but not more than thirty (30) days before the date of the meeting.  This notice shall state the date, time, place and purpose of the meeting.  Meetings of the Board of Directors may be held by conference telephone, subject to the provisions of the Texas Non-Profit Corporation Act.

Section 3.8      Special Board of Director Meetings.  Special meetings of the Board of Directors may be called by the President on his own accord or by the President or the Secretary upon the written request of any two (2) Directors, on three (3) days’ prior notice to each Director.

Section 3.9      Directors Quorum.  At all duly convened meetings of the Board of Directors, a majority of the Directors present in person (not by proxy) shall constitute a quorum for the transaction of business, except as otherwise expressly provided in these Bylaws.  The acts of a majority of the Directors present at the meeting at which a quorum is present shall be the acts of the Board of Directors.  If at any meeting of the Board of Directors there shall be less than a quorum present, the Directors present may adjourn the meeting from time to time and, at the adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted without further notice to any Director.

  

Section 3.10    Waiver of Notice.  Before any meeting of the Board of Directors, whether regular or special, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to giving the required notice.  All written waivers shall be filed in the Minute Book of YOL or made a part of the minutes of the meeting.  Attendance by a Director at any meeting of the Board of Directors shall likewise constitute a waiver by him of the required notice.  If all Directors are present at any meeting of the Board of Directors, no notice of the meeting shall be required and any business may be transacted at the meeting except as prohibited by law or these Bylaws.

Section 3.11    Consent in Writing.  Any action by the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a sufficient number of Directors as would be necessary to take that action at a meeting at which all of the Directors were present and voted.  Such written consent shall be filed in the Minutes Book and the notice required by the Texas Non-Profit Corporation Act shall be given to the appropriate parties.  Any action taken by such written consent shall have the same force and effect as if the action was approved by the Board of Directors at a meeting of the Board of Directors. Written consent may be obtained electronically if the Directors replying by electronic means indicate in their electronic response both their consent to the action and that the electronic response constitutes their signature.

Section 3.12    Records.  The Board of Directors shall cause a complete record of all of its acts and the corporate affairs of YOL to be kept and to present a general report thereof to the Members at each annual meeting of YOL or at any special meeting where a general report is requested in writing by one-third (1/3) of the parents of current YOL students.

Section 3.13    Powers and Duties.  Subject to the Texas Nonprofit Corporation Act, the Board of Directors shall have and exercise all powers and duties necessary for the proper administration of the affairs of YOL.  While performing Director duties, Directors shall behave in a professional and courteous manner.

ARTICLE IV

Officers

  Section 4.1     Officers.  The officers of YOL shall be chosen by the board of directors and shall be a President, a Vice-President, a Treasurer, and a Secretary. This selection process will occur at a regular board meeting after the annual acceptance of board members and before the start of the fiscal year.

a. These officers shall be members of the Board and elected by the Board of Directors.

b. The officer’s terms shall begin on August 1 and continue through July 31.

c. The officers of YOL shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

d. The board of directors may also appoint such officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

  

 Section 4.2      President.  The President shall be the principal officer of YOL and shall perform as follows:

a. He shall preside at all meetings of the board of directors, shall have general and active management of the business of YOL, and shall see to the implementation of all policies and procedures approved by the Board.

b. The President is authorized, as agent, to enter into contracts for such services as the Board shall have given prior approval, and to hire contractors as needed. Any paid employees of YOL shall report to the President.

c. The President shall accomplish these tasks within the budget approved by the Board.

Section 4.3      Vice-President.  The Vice-President shall serve as the principle liaison for parent communication of YOL. The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 4.4      Secretary.  The Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of YOL and of the Board of Directors in a book to be kept for the purpose. The Secretary shall file copies of committee reports or minutes. The Secretary shall perform other duties as prescribed by the board of Directors or by the President.

Section 4.5      Treasurer. The Treasurer shall assure that accurate accounts of all monies of YOL are kept and shall render to the President and the Board of Directors, whenever required, an account of the financial condition of YOL. The Treasurer shall help prepare the annual budget. The Treasurer shall supervise the receipt, deposit, and disbursement of the funds of the corporation the accordance with policies established by the Board of Directors. The Treasurer shall sign all checks drawn in the name of YOL, unless the Board of Directors shall have designated some other person to do so. The Treasurer shall perform other duties as may be prescribed by the Board of Directors or by the President.

ARTICLE V

 Committees of the Board

   Section 5.1   Creation and Authority.  The Board of Directors may designate and appoint one or more committees. Each is to act in an advisory nature, not having the power to act on behalf of the Board of Directors. Each shall be chaired or co-chaired by a Director of the Board and shall consist of at least one or more Directors. Each committee shall report directly to the Board of Directors.

  

 ARTICLE VI

 Executive Committee

               Section 6.1   Executive Committee.  The Executive committee shall provide assistance to the Board of Directors in fulfilling its responsibilities by carrying out the activities entrusted to it by the Board. Exercising the interim power and authority delegated to the Committee at any time when any matter requires expeditious action by the Board of Directors or when it would not be practical for the full Board to meet to review or act upon any matter.

a. The Executive committee shall be composed of the Officers of the Board and one other director appointed by the board.

b. The Executive committee shall report all Committee actions to the full Board for review, provided that no rights of third parties shall be affected by such review.

c. The President shall serve as Chairman of the Executive Committee.

ARTICLE VII

Indemnification of Directors

 Section 7.1  Indemnification.  YOL shall indemnify every Director of YOL against, and reimburse and advance to every Director for, all liabilities, costs and expenses incurred in connection with such directorship or office and any actions taken or omitted in such capacity to the greatest extent permitted under the Texas Non-Profit Corporation Act and all other applicable laws at the time of such indemnification, reimbursement or advance payment; provided, however, no Director shall be indemnified for an act or omission not in good faith and that involves intentional misconduct or a knowing violation of the law.

ARTICLE VIII

YOL Books and Records

Section 8.1 Books and Records.  YOL shall keep or cause to be kept financial records of YOL and the minutes of all meetings of YOL and the Board of Directors.  All books and records of YOL shall be kept in accordance with generally accepted accounting principles, consistently applied, and may be audited by a certified public accountant at the discretion of the Board of Directors.

ARTICLE IX

Dissolution and Termination

Section 9.1  Dissolution.  Upon dissolution of YOL, the real and personal property of YOL shall be distributed pursuant to the provision of the Articles or, if no such provision is made, distributed to one or more organizations which are exempt from taxation under Section 501(c)(3) of the Code.

 ARTICLE X

Miscellaneous

Section 10.1    Fiscal Year.  The fiscal year of YOL shall be from April 1 through March 31 unless the Board of Directors shall determine otherwise.

Section 10.2    Parliamentary Procedure.  The latest edition of Roberts Rules of Order, Newly Revised shall prevail in all questions of procedure.

Section 10.3    Amendments to Bylaws.  These Bylaws may be amended from time to time by an affirmative vote of the majority of the Directors

Section 10.4    Inspection of Bylaws.  YOL shall keep in its principal office the original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by parents of current YOL parents or guardians during normal business hours.

Section 10.5    Construction.  Number and gender as used in these Bylaws shall extend to and include both singular and plural and all genders as the context and construction require.

 Adopted by the Board of Directors effective as of the 26th day of September, 2010.

Amended effective as of the 9th day of February, 2011.

Amended effective as of the 23rd day of July, 2012.  Directors changed from 15 to 12.

Amended effective as of the 17th day of December, 2012.  Director term limits removed.

Amended effective as of the 1st day of April, 2013.

•  Section 3.1 removing maximum number of board member and changing requirement for majority of board members.

•  Section 3.2 clarify board member terms

•  Section 3.3 clarify board member nomination procedure

•  Section 3.5 align vacancy policy with new 3.1 section

•  Section 3.13 clarify board responsibilities and behavior