BY-LAWS of BVCB, INC.

ARTICLE I: NAME
Section 1 This organization shall be known as BVCB, Inc., hereafter referred to as BVCB.
Section 2 BVCB is located in Bay Village, Ohio, hereafter referred to as the City.
ARTICLE II: PURPOSE
Section 1 To secure supplemental funding, such as contributions, grants, and/or sponsorships in support of the Bay Village Community Band’s (hereafter referred to as the Band) programming.  BVCB, Inc. is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Service Code, or the corresponding section of any future federal tax code.
Section 2 To work collaboratively with the City to ensure the continuation of the Band and it’s programming, through shared financial responsibility.
ARTICLE III: GENERAL MEMBERSHIP 
Section 1 General membership shall be open to any interested member of the Band who volunteers to involve themselves in the development and management of fund raising operations for BVCB.
A. General members shall not have voting privileges outside of the election process at the annual meeting.
Section 2 Volunteer Members may include family members, friends, or interested community members who volunteer to involve themselves in special projects for BVCB.  Volunteer Members shall not have voting privileges.
ARTICLE IV: EXECUTIVE BOARD OFFICERS AND ADVISORY MEMBERS 
Section 1 The Executive Board shall consist of Officers (5) and Advisory Members (up to 5).
A. Officers shall be Band members who have been elected to these roles by the membership, and shall consist of a President, Vice President, Treasurer, Public Relations Officer, and Recording Secretary.  Each office shall be held by a different Band member. These officers shall lead the Executive Board.
B. Advisory Members shall be Band members who volunteer to serve on the Executive Board and have been approved by the officers.
C. All Executive Board members shall serve on a volunteer basis.
Section 2 The Conductor and/or Assistant Conductor of the Band may participate in the Executive Board, but shall not have voting privileges.
ARTICLE V: DUTIES OF OFFICERS AND ADVISORY MEMBERS
Section 1 The President shall preside at all Executive Board meetings, set the agenda for meetings, serve as the liaison to the Conductors and the Band including providing informational updates, direct the completion of the annual report, chair the annual meeting, and manage donor relations.
Section 2 The Vice President shall attend all Executive Board meetings, act as an assistant to the President, perform the duties of the president in their absence, and shall perform such other duties as delegated by the President.
Section 3 The Treasurer shall attend all Executive Board meetings, receive all contributions and other fees, and be responsible for the counting, depositing and recording of these monies.  The Treasurer shall appoint an assistant to aide in counting and confirming contribution totals.  This assistant shall be approved by the Executive Board.  The Treasurer shall be responsible for maintaining a checking account under the name of BVCB, Inc.  The Treasurer shall pay all bills as approved by the Executive Board.  The Treasurer shall maintain a record of monies received and expenditures.  This record will be audited semi annually and a report to the Executive Board shall be made.  The Treasurer shall request semi annual financial reports from the City.  The treasurer is responsible for filing a Form 990 annually with the IRS.
Section 4 The Public Relations Officer shall attend all Executive Board meetings and be the direct communication link between BVCB, the City, and any other organizations with whom BVCB conducts business.  The public Relations Officer will work with the President to coordinate these communications.
Section 5 The Recording Secretary shall attend all Executive Board meetings, keep an accurate record of the minutes of all meetings of BVCB, and shall perform such other recording duties as delegated by the President.
Section 6 The Advisory Members shall attend all Executive Board meetings, actively participate in discussions, decision making and voting activities, and shall perform such other duties as delegated by the President.
Section 7 All Officers and Committee Chairpersons shall:
A. Keep a procedure notebook for their successors.
B. Submit an annual report as is appropriate to their committee work.
C. Seek the Executive Board approval before taking any action to contractually bind the organization in any way.
Section 8 No Officer or Advisory Member of the Executive Board shall benefit financially, or in any other way, by serving on BVCB’s board.  If a conflict of interest should arise, affected members of the Executive Board shall abstain from involvement in that decision making process, and will forfeit their voting privilege on that issue.
ARTICLE VI: ELECTIONS
Section 1 Annually, a nominating committee comprised of interested Executive
A. The nominating committee shall seek individuals who are capable,  qualified, and interested in volunteering to serve as officers for the upcoming year.
B. Contact shall be made with the identified potential officers to determine their interest and willingness to serve.
Section 2 Elections shall be held at BVCB’s annual meeting, which shall take place
A. The Chairperson of the Nominating Committee shall present  the slate of proposed candidates to the general membership.
B. The Chairperson of the Nominating Committee shall accept additional   nominations from the floor.
C. A majority of the votes cast is required for election.  For uncontested   offices, a voice vote is sufficient.  If there are two or more nominees for an   office, written ballots must be used.
D. The newly elected officers shall begin their duties on January 1st of the following year.
Section 3 Officers shall serve a three-year term, and terms shall be staggered for   continuity.
Section 4 In the event of the departure of an Executive Board member, a special   election shall be held following the procedure outlined above.
ARTICLE VII: ARTICLE VII: BUSINESS MEETINGS 
Section 1 The Executive Board shall determine the business meeting schedule for the fiscal year beginning in January and ending in December.
Section 2 A minimum of five (5) members present at any meeting, for any purpose, shall constitute a quorum.
Section 3 The Executive Board shall make a report of the year’s activities, finances and any other business matters, to the Band at the annual meeting to be held at the end of each year.
ARTICLE VIII: STANDING COMMITTEES
Section 1 There shall be standing committees, as the Executive Board may deem necessary or advisable to promote the purposes of BVCB.
Section 2 At the beginning of each fiscal year, the chairperson of each standing committee shall be appointed by the elected officers.  The chairperson shall appoint the members of their committee.
Section 3 The chairperson of all Standing Committees shall present the plans of their committee to the Executive Board for it’s approval.
Section 4 Upon completion of committee work, a complete written report shall be submitted, detailing the entire event project, including procedures, budget, outcome and future recommendations.
Section 5 Standing Committees shall consist of, but shall not be limited to: Financial
ARTICLE IX: AD HOC COMMITTEES
Section 1 There may be Ad Hoc Committees formed, as the Executive Board may deem necessary, or advisable to promote the purposes of BVCB.
Section 2 The Officers shall appoint the chairperson of each Ad Hoc Committee.  The chairperson shall appoint the members of their committee.
Section 3 The chairpersons of all Ad Hoc Committees shall present the plans of their committee to the Advisory Board for it’s approval.
Section 4 Upon completion of committee work, a complete written report shall be submitted, detailing the entire event project, including procedures, budget, outcome and future recommendations.
ARTICLE X: ANNUAL BUDGET AND OPERATIONS 
Section 1 The annual operating budget for the Band shall be determined by the Executive Board on or about January 15th of each year based on available funds and the City’s contribution for that year.
Section 2 The treasurer shall, if funds are available, reserve a balance of $1125 in the organization checking account at the end of each fiscal year.  This amount represents the current cost of three concerts.
Section 3 As fund raising allows, the treasurer shall maintain an accounting of moneys allocated towards future purchases as decided by the Executive Board.  Examples include, but are not limited to, uniforms, music, and equipment.
Section 4 The Executive Board shall submit by October 1st to the City of Bay Village Director of Finance, a budget for the subsequent year including any special requests (e.g. uniforms, music).
Section 5 At the completion of the City’s annual budget process, the Director of Finance will inform BVCB’s Treasurer of the amount of funding designated for the Band, including the granting of special funding requests.
Section 6 Any funds approved by the Bay Village Council shall be transferred into the Endowment Fund (284) to the credit of the Band and shall remain with the City.
A. BVCB shall submit invoices to the City for payment of items approved as part of the City’s annual budget on behalf of the Band.
B. Any money not expended by December 31st shall remain available to the Band for future expenses.
Section 7 All purchasing of items requested by BVCB and approved by the City shall be done by the City on behalf of BVCB.  Executive Board members shall discuss such expenditures with the Director of Finance so that a purchase order may be obtained.  No goods or services may be ordered before receiving a PO from the Director of Finance.
Section 8 BVCB shall make a contribution to the City for any expenses that exceed the City’s annual contribution.
A. For concert expenses that exceed the City’s annual contribution, BVCB shall make a contribution to the City in the Band’s name, to cover the Conductors’ payment.  This contribution shall be submitted to the City no later than the day following a concert (it may be submitted before the concert).
B. For any other expenses that exceed the City’s annual contribution, (e.g. equipment) the contribution to the City shall be made prior to incurring the expense.
C. In both cases after receiving the contribution, the City shall then make payment for the respective expense.  In no circumstance shall the City be liable for expenses that exceed the amount available in the Endowment Fund (284) for the Band.
ARTICLE XI: FINANCES-CONTRIBUTIONS AND FUND RAISING
Section 1 Contributions shall be solicited at most city sponsored concerts. Exceptions include: special requests made by the city, Veterans’ Day concert, Christmas concert, and off site concerts.
Section 2 Payment to the Bay Village Community Band for off site concerts shall be accepted by BVCB, Inc. as a contribution.
Section 3 Contributions may be made in cash, or by check made out to BVCB, Inc., PO Box 40561, Bay Village, Ohio 44140.  Checks made out to Bay Village Community Band will also be accepted.  Receipts and/or acknowledgment letters for tax reporting purposes will be provided.
ARTICLE XII: PAYMENT OF CONDUCTORS
Section 1 The current Conductor payment scale, established through negotiations between the City and Band Conductors is as follows:
Conductor Fees are:
Conductor: $250 per concert
Assistant Conductor: $125 per concert
Conductor Emeritus: No fee
Section 2 Conductors shall receive payment only for yearly budgeted concerts.  Other events are voluntary, unless otherwise negotiated with the City and/or BVCB.
A. At the beginning of the year, the Executive Board shall meet with the Conductors to negotiate and plan the number of concerts that shall be scheduled for the year.
B. This number shall be based upon the City’s budget allocation for the Band, and funds available from BVCB.
Section 3 Conductors shall be paid only for concerts in which they have participated.
A. If only one conductor is available to direct a concert, only that person shall receive payment.  Payment shall be at the Conductor level.
Section 4 Any change(s) in this payment structure shall be negotiated between the Conductors, the City, and BVCB.
ARTICLE XIII: PAYMENT OF OTHER EXPENSES BY BVCB
Section 1 Conductors shall submit in writing, using the designated form, all requests for approval of funds to be used for the Band (e.g. shirts, music, equipment, publicity).
ARTICLE XIV: AMENDMENTS
Section 1 These By-laws may be amended at any regular meeting by a two-thirds vote of the Executive Board members present.  The proposed amendment must be presented in writing at the previous regular meeting.
Section 2 The By-laws shall be formally reviewed every three years.
Section 3 All recommended changes shall be passed by a majority of the voting members present.
Section 4 Current By-laws shall be made available on the BVCB/Band website.
The Stars & Stripes Forever // John Phillipa Sousa - BVCB
  1. The Stars & Stripes Forever // John Phillipa Sousa - BVCB
  2. Americans We // Henry Fillmore - BVCB