You are hereKingsmen Starcorps Bylaws Revised 12/5/2010
Kingsmen Starcorps Bylaws Revised 12/5/2010
A California Nonprofit Public Benefit Corporation
We, the Board of Directors of the Kingsmen StarCorps, in order to establish a united organization and to provide an opportunity for young people to participate in competitive Drum & Bugle Corps activities, do ordain and establish these Bylaws for the Kingsmen StarCorps.
To create performing arts programs which enrich the lives of young people through our commitment to the achievement of performance excellence. This commitment combined with participation in competitive Drum & Bugle Corps activities creates an educational environment where young people learn the important values of dedication, self-discipline, self-confidence, character and achievement. With this unique experience, our young people carry these key values back into the community.
To create an organization of people with great attitudes, winning strategies and a fearless commitment to become Drum Corps International Champions. To see our young people become great performers, experienced leaders and exceptional citizens.
ARTICLE 1 OFFICES
SECTION 1 PRINCIPLE OFFICE: The principal office for the transaction of business of the Kingsmen StarCorps is located in Orange County, California.
SECTION 2 CHANGE OF ADDRESS : The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:
Orange County, CA________________ Dated: August 25, 2009
___________________________________ Dated: _______________
___________________________________ Dated: _______________
SECTION 3 OTHER OFFICES: The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.
ARTICLE 2 DEFINITIONS
SECTION 1 The Kingsmen StarCorps, Incorporated is the corporation which includes all performing units under its umbrella and charter. The first and main focus of this corporation is the formation and financial support of a competitive Junior Drum and Bugle Corps. Any reference to Corps in this document shall refer to the Kingsmen Drum and Bugle Corps, Junior Corps. If reference is to any other performing unit it shall be stipulated precisely as such, i.e. Kingsmen Alumni Corps and any other performing unit recognized by the corporation. Any unit other than the two specifically mentioned above shall be voted upon on a yearly basis, and be held to the requirements stipulated in any proposal accepted by the Board of Directors. All active members of these units have equal rights and obligations as defined in these Bylaws, and may bear the Corps insignia as authorized by the Board of Directors.
SECTION 2 The words "He" or "His", whenever they shall appear in these Bylaws shall be construed as referring to both sexes.
SECTION 3 The word "Assets", whenever it shall appear in these Bylaws, shall include moneys, equipment, musical instruments, real property and other tangibles.
SECTION 4 The age of participating performers in the Kingsmen Junior Corps will be 15 to 22 (at the time of DCI finals in that year) per DCI rules. No other performing unit shall have a performing participant under the age of 21, unless it is a child of a participant in the KAC who is marching with that parent in the KAC. Any member under the age of 21 who is marching with the KAC under the above stipulation will be approved by the Director of the KAC and the board.
ARTICLE 3 OBJECTIVES AND PURPOSES
SECTION 1 To provide sponsorship and financial support to the Corps and its activities.
SECTION 2 To act as liaison to promote better understanding of the Corps and its activities.
SECTION 3 To encourage young people to become active members of the Corps.
SECTION 4 To provide excellent instruction in the performing arts including music, marching, maneuvering, colorguard, dance and visual choreography.
SECTION 5 To participate in public performances, competitions and events involving any of the above performing arts.
SECTION 6 To sponsor special events involving the public performance of any or all of the above performing arts by the Corps as well as other Drum & Bugle Corps, marching bands, colorguards or pageantry groups.
SECTION 7 To directly engage in and to provide facilities for others to engage in the promotion of the performing arts, generally.
SECTION 8 To uphold the objectives and purposes of these Bylaws.
ARTICLE 4 POLICIES
SECTION 1 NON-DISCRIMINATION: This corporation shall provide musical education for young people regardless of sex, race, national origin, religion or disability.
SECTION 2 REQUIREMENTS : This corporation shall maintain a Drum & Bugle Corps program to meet the highest requirements in all competitive activities.
SECTION 3 REGULATIONS: This corporation shall not interfere with public or private school policies or regulations.
SECTION 4 COOPERATION: This corporation shall cooperate with other organizations, schools or agencies promoting musical performances of Drum & Bugle Corps or related pageantry entertainment.
SECTION 5 PUBLIC SERVICE: This corporation shall provide Drum & Bugle Corps performances for local communities in public or other functions.
SECTION 6 PARTICIPATION:
(a) All members of all performing units shall abide by the Code of Conduct as approved by the Board of Directors.
(b) All members of all performing units and/or clubs or associations under the Kingsmen StarCorps, Inc. will pay an annual administrative fee. A card will be issued with participant’s name and the active year of said membership. This administrative fee must be paid in order to serve in any board, director, manager, advisory committee, club or chairperson capacity.
ARTICLE 5 DIRECTORS
SECTION 1 NUMBER: This corporation shall have not less than three (3) and not more than nine (9) Directors and collectively they shall be known as the Board of Directors. The exact number of Directors may be fixed within these limits by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.
SECTION 2 POWERS: Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3 DUTIES: It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws; nine (9) out of twelve (12) meetings annually must be attended by each board members; and if three (3) in a row are missed, the member will be subject to review for dismissal, (e) Register their addresses with the Secretary of the corporation and notices of meetings mailed or faxed to them at such addresses shall be valid notices thereof;
(f) Enter into contracts for the services of individuals or organizations, establish and maintain written operating procedures to guide such individuals of organizations in the performance of such contracts, direct and approve actions as required, and continually monitor contract performance;
(g) Appoint an auditor who will, at the beginning of each fiscal year, examine the financial records of the corporation as well as the financial records of each subsidiary fundraising project for the previous year. The auditor will review all financial statements of the corporation and fund raising projects. The auditor will submit his written report to the Board of Directors.
SECTION 4 TERMS OF OFFICE: Each Director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his successor is elected and qualifies.
SECTION 5 COMPENSATION: Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending Directors meetings. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.
SECTION 6 RESTRICTION REGARDING INTERESTED DIRECTORS: Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:
(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or (b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION 7 PLACE OF MEETINGS: Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such place within or without the State of California that has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the Secretary of the corporation or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board.
Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply:
a). Each director participating in the meeting can communicate with all of the other directors concurrently;
b) Each director is provide the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation;
c) The corporation adopts and implements some means of verifying 1) that all persons participating in the meeting are directors of the corporation or are otherwise entitled to participate in the meeting, and 2) that all actions of, or votes by, the board are taken and cast only by directors and not by persons who are not directors.
SECTION 8 REGULAR AND ANNUAL MEETINGS: Regular meetings of Directors shall be held on the first Sunday of each month at 1:00 PM, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the second Sunday of the month. If this corporation makes no provision for members, then, at the annual meeting of directors held on first Sunday in September, directors shall be elected by the Board of Directors in accordance with this section. Cumulative voting by directors for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each director shall cast one vote, with voting being by ballot only.
SECTION 9 SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the Chairperson of the board, the President, the Vice President, the Secretary, or by any two directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.
SECTION 10 NOTICE OF MEETINGS: Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or telegraph. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
SECTION 11 CONTENTS OF NOTICE: Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any board meeting need not be specified in the notice.
SECTION 12 WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS:
The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
SECTION 13 QUORUM FOR MEETINGS: A quorum shall consist of a majority of the Board of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.
The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.
SECTION 14 MAJORITY ACTION AS BOARD ACTION: Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the
California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.
SECTION 15 CONDUCT OF MEETINGS: Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by "Roberts’ Rules of Order" as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.
SECTION 16 ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING:
Any action required, or permitted to be taken, by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.
SECTION 17 VACANCIES: Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.
If this corporation has any members, then, if the corporation has less than fifty (50) members, directors may be removed without cause by a majority of all members, or, if the corporation has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present.
If this corporation has no members, directors may be removed without cause by a majority of the directors then in office. Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.
Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director. If this corporation has members, however, vacancies created by the removal of a director may be filled only by the approval of the members. The members, if any, of this corporation may elect a director at any time to fill any vacancy not filled by the directors.
A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION 18 NON-LIABILITY OF DIRECTORS: The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 19 INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.
SECTION 20 INSURANCE FOR CORPORATE AGENTS: The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
ARTICLE 6 OFFICERS
SECTION 1 NUMBER OF OFFICERS: The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board.
SECTION 2 QUALIFICATION, ELECTION, AND TERM OF OFFICE:
Any person may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 3 SUBORDINATE OFFICERS: The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
SECTION 4 REMOVAL AND RESIGNATION: the Board of Directors may remove any officer, either with or without cause, at any time, with a full majority vote. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5 VACANCIES: Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
SECTION 6 DUTIES OF PRESIDENT: The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 7 DUTIES OF VICE PRESIDENT: In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8 DUTIES OF SECRETARY: The Secretary shall:
Certify and keep at the principal office of the corporation the original or copy of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws.
Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9 DUTIES OF TREASURER: Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
No other unit in the organization shall have a position holding the title of Treasurer nor will they execute any duties described above unless specifically authorized in these Bylaws or by the Board of Directors.
SECTION 10 COMPENSATION: The salaries of the officers, if any, shall be fixed from time to time by resolution of 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, provided, however, that such compensation paid a director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article 3, Section 6 of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation.
ARTICLE 7 COMMITTEES
SECTION 1 EXECUTIVE COMMITTEE: The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:
(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.
(b) The filling of vacancies on the board or on any committee which has the authority of the board.
(c) The fixing of compensation of the directors for serving on the board or on any committee.
(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.
(e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.
(f) The appointment of committees of the board or the members thereof.
(g) The expenditure of corporate funds to support a nominee for director after there is more people nominated for director than can be elected.
(h) The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law. By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
SECTION 2 OTHER COMMITTEES: The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as "advisory" committees.
SECTION 3 MEETINGS AND ACTION OF COMMITTEES: Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations arenot inconsistent with the provisions of these Bylaws.
ARTICLE 8 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1 EXECUTION OF INSTRUMENTS: The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2 CHECKS AND NOTES: Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.
SECTION 3 DEPOSITS: All funds of the corporation 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 may select.
SECTION 4 GIFTS: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.
ARTICLE 9 CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1 MAINTENANCE OF CORPORATE RECORDS:
The corporation shall keep at its principal office in the State of California:
(a) Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
SECTION 2 CORPORATE SEAL: The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3 DIRECTOR’S INSPECTION RIGHTS: Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.
SECTION 4 MEMBER’S INSPECTION RIGHTS: If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
(a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.
(b) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.
(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member.
SECTION 5 RIGHT TO COPY AND MAKE EXTRACTS: Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
SECTION 6 ANNUAL REPORT: The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all directors of the corporation and, if this corporation has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;
(e) Any information required by Section 7 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. If this corporation has members, then, if this corporation receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, this corporation shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report.
SECTION 7 ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS:
This corporation shall mail or deliver to all directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:
(a) Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:
(1) Any director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or
(2) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000). Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law. Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated. If this corporation has any members and provides all members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section.
ARTICLE 10 FISCAL YEAR
SECTION 1 FISCAL YEAR OF THE CORPORATION: The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December in each year.
ARTICLE 11 EXECUTIVE DIRECTOR
SECTION 1 APPOINTMENT: The Corps Executive Director shall be appointed by the Board of Directors.
SECTION 2 RESPONSIBILITIES:
(a) It is the intent of the Kingsmen Star corps Organization to have a variety of performing units. It is anticipated that each performance unit will have a Director that is responsible for the overall functioning of the performance unit that each Director is appointed to administer. Each Director is appointed and evaluated by the Kingsmen Starcorps Board of Directors and reports directly to that Board .
(b) As such, the Kingsmen Starcorps Corporation ‘may ’ have one position termed the "Executive Director " to over see and assist all of the Directors of all of the performance unit s of the organization to better ensure consistency and balance with respect as to how each performance unit fits within the total organization and advances the overall organization’s vision, principles, goals and adherence to by-laws as set by the Board. The Executive Director is responsible for maintaining the "big picture" (perspective and balance) of how each unit and the sum total of all of the performance units fits within the overall structure of the organization.
The Executive Director "assists" directors in the execution of their duties and in meeting the mission and goals of their respective performance units within the overall scope and goals of the overall organization as set by the Board. The Executive Director reports directly to the Board of Directors during open Board meetings and during closed sess ions as requested. The Executive Director is not a voting member of the Board and does not hold a Board position.
(c) The Executive Director does not usurp any director of any performing unit in power nor in attendance at board meetings.
(d) The Executive Director serves for 1 year and will be reviewed by the board for continuation in said position. The Executive Director may be removed before the one year, either with or without cause, with a full majority vote of the Board of Directors.
ARTICLE 12 CORPS DIRECTOR
SECTION 1 APPOINTMENT: The Corps Director shall be appointed by the Board of Directors.
SECTION 2 RESPONSIBILITIES:
(a) The Corps Director shall be responsible for the performing arts education and instruction programs for the members of the Corps. These programs include music, marching, maneuvering, colorguard, dance and visual choreography.
(b) The Corps Director shall train members of the Corps to become purposeful citizens with full knowledge of the responsibilities and privileges of citizenship.
(c) The details of the Corps Director's responsibilities are described in the document entitled "Corps Director Job Description" which is amendment #2 at the end of these bylaws. The Board of Directors will review this document annually.
*** Revised 11/7/2010
(d) The Corps Director serves for 1 year and will be reviewed by the Executive Director for continuation in said position. In the event there is no Executive Director to perform the review, then the Board of Directors will assume the responsibility of conducting the review of the Corps Director. The Corps Director may be removed before the 1 year, either with or without cause, with a FULL majority of the Board of Directors.
SECTION 3 VACANCY OF OFFICE: In the event there is a vacancy in the position of Corps Director, the Board of Directors may appoint an Acting Corps Director.
ARTICLE 13 CORPS MANAGER
SECTION 1 APPOINTMENT: The Corps Manager shall be appointed by the Board of Directors.
SECTION 2 RESPONSIBILITIES:
(a) The Corps Manager shall be responsible for all assets of the unit to include rosters, member fees, forms, and equipment. He shall direct all activities of the Corps, including travel, lodging, meals, and recreation.
(b) The Corps Manager is responsible for all financial reporting of said dues and fees, is to receive, collect and give receipts for monies due and payable to the unit from any source whatsoever.
(c) The Corps Manager shall keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
(d) In reference to the Board Treasurer’s description, the Corps Manager responsibility does not include any financial responsibilities other than those mentioned above.
(e) The Corps Manager shall be responsible for validating the eligibility of all unit participants to include required forms and payments prior to performance deadlines.
*** Revised 11/7/2010
(f) The Corps Manager serves for 1 year and will be reviewed by the Corps Director for continuation in said position. In the event there is no Corps Director, then the Executive Director will perform the Review In the event both positions are vacant, the Board of Directors will perform the review. The Corps Manager may be removed before the 1 year, either with or without cause, with a FULL Majority of the Board of Directors.
SECTION 3 VACANCY OF OFFICE: In the event there is a vacancy in the position of Corps Manager, the Board of Directors may appoint an Acting Corps Manager.
ARTICLE 14 BOOSTER CLUB
SECTION 1 MEMBERSHIP: Booster Club membership is open to all parents of active members of the Corps. Membership is also open to all people who wish to volunteer their time to help with fundraising projects and special events or who wish to sponsor an active member of the Corps.
SECTION 2 PURPOSE: The purpose of the Booster Club shall be:
(a) To act as an Advisory Committee to support the goals and objectives of the Kingsmen StarCorps organization;
(b) To provide sponsorship and financial support to the Corps and its activities;
(c) To provide a volunteer workforce to support Corps performances and events.
SECTION 3 BOOSTER CLUB OFFICERS: The Booster Club Members shall elect by simple majority vote the following Booster Club Officers:
(a) Booster Club President
(b) Booster Club Vice President
(c) Booster Club Secretary
SECTION 4 ORGANIZATION AND ELECTION: The Booster Club President, Vice President and Secretary shall be elected to serve for a term of 1 year. The Booster Club President shall represent one (1) vote on the Board of Directors during their term of office. The Booster Club President shall not serve as President or Chairman of the Board of Directors. Any Booster Club Of ficer may be reviewed and removed by full majority vote of the Board of Directors if deemed necessary . This includes the Booster Club President , Vice President , and Secretary. At that point a new Officer would be voted in by the Booster Club members.
ARTICLE 15 KINGSMEN ALUMNI ASSOCIATION (AKA: KAA)
SECTION 1, MEMBERSHIP: The Kingsmen Alumni Association is open to all active and former members of all Kingsmen StarCorps, Incorporated performing units, including Alumni of the original Anaheim Kingsmen Drum and Bugle Corps.
SECTION 2, PURPOSE: The purpose of the Kingsmen Alumni Association shall be:
(a) To provide ongoing opportunities for active members of the Alumni Association to gather, network and share past experiences.
(b) To organize social and fund raising events to support the goals and objectives of the Kingsmen StarCorps organization and specifically, the Kingsmen Drum & Bugle Corps youth organization.
(c) To contribute ongoing financial support to the Corporation through annual Association dues and monthly fund raising events.
(d) The official website for membership in and communication with all Kingsmen Alumni Association members is xKingsmen.com.
SECTION 3, KAA Event Committee:
(a) The Alumni Association shall assemble a KAA Event Committee of no more than 5 members that will report directly to the Board of Directors.
(b) The Event Committee will organize and staff all Alumni Association events, based on approval of the Board of Directors. No other scope of authority is granted or implied to this Event Committee.
(c) The names of all members of the Event Committee must be registered with the Board of Directors. Anonymous members will not be permitted.
(d) No one member of the Event Committee will take precedence over another. Additionally, the Event Committee may appoint a spokes person to represent the Committee at the monthly meetings of the Board of Directors.
Disclaimer: The lack of officers, staff and committee members will automatically render the KAA organization ‘Inactive’ until such time that an active staff is in place.
ARTICLE 16 START UPS
SECTION 1 (a) In the event that any Article contained herein stipulates a vote of same members to elect positions, the board of directors may, in a start up capacity, elect a President or chairperson of said committee/club for an interim position of no more than one (1) year. This position will hold with it all entitlements and empowerments such as times and locations of meetings, voting positions on the board, if any, and any such descriptions outlined within these bylaws.
(b) Any existing position at the date of the revision of these bylaws which includes Article 16, who is in violation of Article 17 below, will be exempt from conflict of interest clause (Article 17) for 1 year from the date of their original appointment.
ARTICLE 17 CONFLICT OF INTEREST
SECTION 1 (a) No "officer" on the board of directors of the corporation shall serve in same capacity for any individual performing unit of the corporation.
(b) No "Director" or Chairperson of an individual performing unit shall serve on the advisory committee of another performing unit, nor shall a performing member of one unit be a "Director" of another performing unit.
(c) No member on the Board of Directors shall be a paid staff member of any performing unit.
ARTICLE 18 PROPERTIES
SECTION 1 All Assets shall be the property of the Kingsmen StarCorps.
ARTICLE 19 AMENDMENT OF BYLAWS
SECTION 1 AMENDMENTS: Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:
(a) Subject to the power of members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the Bylaw amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this corporation has admitted any members, then a Bylaw specifying or changing the fixed number of directors of the corporation, the maximum or minimum number of directors, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this Section; or (b) By approval of the members, if any, of this corporation.
ARTICLE 20 AMENDMENT OF ARTICLES
SECTION 1 AMENDMENTS: The Articles of Incorporation of this corporation may be amended by a majority vote of the Board of Directors of this corporation in accordance with and in the manner provided by the law of the State of California.
SECTION 2 CERTAIN AMENDMENTS: Notwithstanding SECTION 1 of this ARTICLE, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.
ARTICLE 21 PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1 No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
ARTICLE 22 MEMBERS
SECTION 1 DETERMINATION OF MEMBERS: If this corporation makes no provision for members, then, pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members or approval by the members, shall only require the approval of the Board of Directors.
ARTICLE 23 KINGSMEN ALUMNI CORPS (AKA: KAC)
SECTION 1, MEMBERSHIP: The Kingsmen Alumni Corps is open to any qualified performer, as defined by the KAC Corps Director.
(a) Per Article 4, Section 6b, to be an active member of the Kingsmen Alumni Corps, an annual administrative fee will be paid by each marching member.
(b) All members of the KAC shall abide by the Kingsmen Code of Conduct.
SECTION 2, PURPOSE: The purpose of the Kingsmen Alumni Corps shall be:
(a) To perform as a drum & bugle corps at a variety of venues and events scheduled by the Alumni Corps Director, on a year round basis.
(b) With a Director and staff in place, the Alumni Corps staff will be responsible for collecting annual administrative fees from all marching members and monthly dues from said members during the times leading up to a scheduled event. The lack of a Director will render this collection process idle.
(c) The official website for membership in and communication with all Kingsmen Alumni Corps members is xKingsmen.com.
SECTION 3, KAC Performance Committee:
(a) The Kingsmen Alumni Corps can have, at the Corps Director's prerogative, a KAC Performance Committee that consists of no more than 5 members, that will report directly to the Alumni Corps Director.
(b) The purpose of the Performance Committee is to research and advise the Corps Director of potential upcoming performance opportunities that the KAC can participate in throughout the year. No other scope of authority is granted or implied to this Performance Committee. All final decisions regarding performances of the KAC are to be made by the Corps Director, unless financial or legal review is also required by the Board of Directors.
(c) The names of all members of the Performance Committee must be registered with the Board of Directors. Anonymous members will not be permitted.
(d) No one member of the Performance Committee will take precedence over another. Additionally, the Performance Committee may appoint a spokes person to represent the Committee at scheduled KAC staff meetings.
Disclaimer: The lack of officers, staff and committee members will automatically render the KAC organization ‘Inactive’ until such time that an active staff is in place.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial directors in the Articles of Incorporation of KINGSMEN STARCORPS, INC., a California Nonprofit Public Benefit Corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of 14 pages, as the Bylaws of this corporation.
Director – Wally Buice
Director – Diane Nance
Director – Eva Frame
Director – Howard Rotsch
Director – Kim Humburg
Director – Donna Felkner
Booster Club President (interim) – Elizabeth Yamamoto
This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that these Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth below.
Secretary – Howard Rotsch