The Villages Concert Band

Bands Of The Villages By-laws

ARTICLE I - FEDERATION

a. The name of the Federation shall be Bands of the Villages (BOTV).

b. The Federation's address shall be 3145 Hillside Lane, The Villages FL 32162

ARTICLE II - PURPOSES

The following are the purposes for which BOTV has been organized:

a. To provide organizational support to instrumental music groups formed in The Villages, Florida by Villages residents.

b. To assist (when feasible) community choral, theatrical, church and other musical groups by providing volunteer

instrumentalists to support group performances.

c. Other purposes determined appropriate from time to time by the Board of Representatives (Board).

ARTICLE III - MEMBERSHIP

a. Membership in BOTV shall be voluntary, without expectation of remuneration for participation.

b. Membership in BOTV shall be open to:

(i) The Villages Concert Band.

(ii) The Villages Swing Band.

(iii) The Villages Sunshine Strollers Band.

(iv) The Villages New Horizons Concert Band.

(v) The Jazz Workshop (approved 1 April 2009)

(vi) Other instrumental music groups formed by Villages residents which may, from time to time, apply for

membership and be admitted by vote of the Board.

c. The obligations of Membership are:

(i) To maintain a current roster of individual members and provide that roster to the Board.

(ii) To pay dues, if and when such are levied by the Board.

(iii) To remit to BOTV all revenues received by members, including but not limited to all stipends paid by The

Villages and/or other sponsors for performances by members, and all proceeds of members' fund raising efforts.

ARTICLE IV - MEETINGS

a. The annual Membership meeting of BOTV shall be held during the month of April each and every year. The Board

shall fix the day in April upon which the annual meeting shall be held.

b. The Secretary shall cause to be sent to every Member in good standing a notice telling the time and place of such

annual meeting.

c. The presence of an authorized representative from not less than seventy-five percent (75%) of the Membership shall

constitute a quorum at the annual meeting and shall be necessary to conduct the business of BOTV.

d. Special Membership meetings of BOTV may be called by the Chairman when he/she deems it for the best interest of

BOTV. The Secretary shall be responsible for notices of such meeting to be sent to the Membership at least ten (10)

days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has

been called, the business to be transacted at such meeting, and by whose request it was called.

ARTICLE V - NOMINATING AND VOTING

a. At any annual or special meeting of the Membership, if a majority so requires, any question may be voted upon either

by voice vote, or by secret ballot.

b. The process of nominating, voting, electing, and/or appointing candidates for the office of Representative to the

Board shall be the province and responsibility of the member groups named in (III). This process will take place

annually prior to the date set for the annual meeting of BOTV, and the results of such election and/or appointments

must be reported by the member groups to the Board prior to the date set for the annual meeting.

c. At meetings of the Board called for the purpose of election of BOTV Officers, ballots shall be provided and there

shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

ARTICLE VI - BOARD OF REPRESENTATIVES

a. The business of BOTV shall be managed by the Board consisting of thirteen (13) Representatives. Representatives

shall be provided by the five groups named in (III). From the Villages Concert Band: three (3) Representatives;

from The Villages New Horizons Concert Band: three (3) Representatives; from The Villages Sunshine Strollers

Band: two (2) Representatives; from The Villages Swing Band: two (2) Representatives; from the Jazz Workshop:

one (1) Representative, and two (2) Representatives will sit ex-officio without term limits: The Director of Music of

The Villages Concert Band, and the Associate Director of Music of The Villages Concert Band.

(Approved April 1, 2009)

b. The regular term of office for all non ex-officio Board Representatives will be two years, renewable by election or

appointment for additional two year terms. In order to provide an orderly initial turnover of the Board of

Representatives, Board candidates elected in 2007 from The Villages New Horizons Band (3), and from the Villages

Sunshine Strollers Band (2) will serve an initial one-year term instead of the regular two-year term. These two

members will elect Board Representatives again in 2008, and thereafter, and those Representatives will serve

two-year terms. The Representative of the Jazz Workshop will join the Board effective the April 2009 Annual

Meeting. (Approved April 1, 2009)

c. The Board shall have the control and management of the affairs and business of BOTV. The Board may act in the

name of BOTV only when it shall be regularly convened by its Chairman after due notice to all the Representatives of

such meeting.

d. Seventy-five percent (75%) of the Representatives to the Board shall constitute a quorum, and the meetings of the

Board shall be held monthly.

e. A representative who misses more than three meetings in a calendar year, or who anticipates missing more than three

meetings in a calendar year, is expected to submit his or her resignation and arrange for a new representative from his

or her sponsoring organization. (Approved November 12, 2008)

f. Each Representative in meeting shall have one vote, and such voting may not be done by proxy.

g. Vacancies in the Board shall be filled for the balance of the term by an appointed or elected Representative from the

appropriate group (III).

h. A Representative may be removed when sufficient cause exists for such removal. Removal of a Representative

requires a two-thirds majority vote of Representatives in meeting. The Representative who is subject of the removal

motion may not vote on that motion.

ARTICLE VII - OFFICERS

a. The Officers of BOTV shall be as follows: Chairman; Treasurer/Vice Chairman; Secretary.

b. BOTV officers will be elected for two-year terms by the Representatives from among their own number. Election of

Officers by Representatives will take place as soon as possible after the annual meeting of members. Officers may, if

duly elected or appointed as Representatives, succeed themselves for an additional two-year term.

ARTICLE VIII - CHAIRMAN

a. The Chairman or his/her designee shall be BOTV point of contact with the Developer of the Villages, negotiating use

of rehearsal space and concert dates and venues. He/she shall engage the assistance and good counsel of the Bands’ (III)

Directors of Music in all such contact with the Developer and his directors of recreation and entertainment. (Approved May 6, 2009)

b. He/she shall preside at all meetings of the Membership and of the Board.

c. He/she shall present (at each annual meeting of BOTV) an annual report of the activity of BOTV during the prior year.

d. He/she shall appoint all BOTV committees, temporary or permanent.

e. He/she shall see that all books, reports and certificates required by law are properly kept or filed.

f. He/she shall be one of the appointed Representatives who may sign the checks or drafts of BOTV.

g. He/she shall have such powers as may be reasonably construed as belonging to the chief executive of any Association.

ARTICLE IX - TREASURER/Vice Chairman

a. The Treasurer/Vice Chairman shall have the care and custody of all monies belonging to BOTV, and shall be solely

responsible for such monies or securities of BOTV.

b. He/she shall cause all such monies to be deposited in a regular business bank or trust company in the name of BOTV,

and he/she must be one of the Representatives who shall sign checks or drafts of BOTV. No special fund may be set

aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He/she will maintain

sub-accounting of activity and balances within the BOTV account(s) for the member groups (III).

c. He/she shall render at stated periods as the Board shall determine a written account of the finances of BOTV, and such

report shall be physically affixed to the minutes of such meeting.

d. He/she shall be responsible for filing tax returns, and otherwise exercise all duties incident to the office of Treasurer.

e. He/she shall in the event of the absence or inability of the Chairman to exercise his/her office become acting Chairman

of BOTV with all the rights, privileges and powers as if he/she had been the duly elected Chairman.

ARTICLE X - SECRETARY

a. The Secretary shall record the minutes of all meetings of the Membership and of the Board, and be the official

custodian of records of BOTV to be kept in appropriate books.

b. It shall be his/her duty to file any certificate required by any statute, federal or state.

c. He/she shall give and serve all notices of meetings to members of BOTV.

d. He/she may be one of the Representatives required to sign the checks and drafts of BOTV.

e. He/she shall present to the Board, and/or to the Membership at any meetings, any communication addressed to

him/her as Secretary of BOTV.

f. He/she shall attend to all correspondence of BOTV, and shall exercise all duties incident to the office of Secretary.

g. He/she shall collect and maintain copies of the official rosters of each of the member groups (III).

ARTICLE XI - SALARIES

a. No Representative shall for reason of his/her office be entitled to receive any salary or compensation.

b. The Board shall hire and fix the compensation of any and all employees which they in their discretion may determine to

be necessary for the conduct of the business of BOTV.

ARTICLE XII - COMMITTEES

a. All committees of BOTV shall be appointed by the Chairman with approval by the Board, and the term of office of

such committees shall be for a period of one year, or less if sooner terminated by the action of the Board.

ARTICLE XIII - DUES

a. No dues are in effect at the date of acceptance of these By-Laws. Should the financial condition of BOTV change to

indicate the need for Membership dues, the amount of such dues will be determined by the Board and the levy of such

dues must receive prior approval by majority vote of the Membership.

ARTICLE XIV - TREASURY/FINANCES

a. The Board must approve all BOTV treasury expenditures in accord with standing guidelines and procedures.

b. Any member organization may, at any time for any reason, withdraw funds up to and including the total amount it has

deposited with BOTV. (Approved August 22, 2007)

c. Any member organization may request a temporary loan of funds from BOTV. Such a request must be made in

writing and include (1) the reason for the request, (2) the amount requested, and (3) the proposed repayment

schedule. No interest will be charged for the loan. The loan must be approved by a seventy-five percent (75%)

majority of the Board of Representatives. (Approved August 22, 2007)

ARTICLE XV - AMENDMENTS

a. These By-Laws may be altered, amended, repealed or added to by a seventy-five percent (75%) vote of the Board in

meeting, and any such changes, if and when adopted, must be communicated timely to the Membership.

ARTICLE XVI - DISSOLUTION

a. Should circumstances advocate that BOTV be dissolved, the Board must vote to direct the Chairman to call a special

meeting of the Membership for the purpose of so voting. A seventy-five percent (75%) majority of members voting

in favor of dissolution in such meeting will cause BOTV to be dissolved.

b. Unencumbered BOTV assets remaining at the time of dissolution shall be donated to The Villages Charter Schools

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Amended and Accepted the 3rd Day of June 2009