MHCB Bylaws Mile High Community Band Bylaws (Doing business under Denver Junior Police Band Charter) Article I Purposes of the Corporation The sole and exclusive purposes of the Corporation are to: Provide further music education for members; Provide a welcoming environment for members; Provide opportunities for positive interactions between members and the community; Make programs available to all members of the community regardless of their financial situation; Provide opportunities for members to perform in public; Provide scholarships to approved applicants. Any and all income obtained in the course of performing these functions shall be used exclusively for furtherance of the purposes of the Organization, at the discretion of the Board of Directors. The Corporation is organized and shall operate exclusively to maintain the qualified status under section 501(c)(3) of the Internal Revenue Code and any successor internal revenue law. Article II Non-Discrimination Statement The Denver Junior Police Band (dba Mile High Community Band) is an affirmative action/equal opportunity Organization and does not discriminate against any person or organization based on age, race, sex, color, creed, religion, national origin, sexual orientation, transgender status, gender identity, gender expression, ancestry, marital status, gender, veteran status, military status, political service, affiliation or disability. Article III Board of Directors Section 1. Membership The affairs of the Corporation shall be managed by a Board of Directors consisting of three (3) to nine (9) individuals. Directors may include parents, members of the Organization, representatives of sponsoring Organizations, professional musicians, and other members of the greater Denver metropolitan area community. The Board may include minors, who may not vote (in accordance with Colorado law). The number or composition of the Board of Directors may be changed by a majority vote of the Board. A Board of Directors member must be and remain in good standing or he/she shall no longer be qualified to be a member of the Board of Directors. To be in good standing, any Director who is a member of the Band must be current on dues (or hold a current scholarship awarded by the Scholarship Committee) regularly attend rehearsals, performances, and Board meetings. If a Director fails to remain in good standing, that person shall no longer be qualified to hold office as a Director. This shall create a vacancy on the Board. Directors shall be chosen by a vote of the Band membership. The Band shall elect its Board of Directors at the last Band rehearsal in August of odd numbered years. Any vacancy as determined by the Board shall also be filled by a vote of the Band membership. That Director shall serve the remainder of the regular term of office. Election to fill a vacancy may be held at any time. The Board may recommend someone to the Band to fill a vacancy, but any appointment to fill a vacancy shall be made by a vote of the Band membership. Members of the Board shall serve for a term of two years. There shall be no limitation on the number of elected terms that a Board member may serve. Section 2. Meetings. Unless determined otherwise by a majority vote of the Board, the Board of Directors shall meet at least quarterly and more often as deemed necessary at a date and time determined by the Board. Meetings of the Board of Directors may also be held upon call by the President or any three members of the Board of Directors, and shall be upon 72 hours’ notice to each Director. Special meetings may be called by any Director. Attendance of a Director at a meeting shall constitute a waiver of notice of the meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business. If both the President and Vice-President declare an issue urgent, the President or Vice-President can organize an impromptu meeting for the following rehearsal night to vote on that issue. If a meeting cannot be held or the issue must be addressed prior to the next rehearsal, the Board can vote on the issue via email (see Section 5 below). Section 3. Action by the Board of Directors. The Board of Directors shall only take action through approval of a formal Motion made by a Director in attendance at a meeting and seconded by another Director or as provided elsewhere in these Bylaws. Section 4. Quorum. A majority of voting Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be an act of the Board of Directors unless a greater number is required by the Colorado Non-Profit Corporation Act, the Articles of Incorporation, or by these Bylaws. Section 5. Action Without Meeting. For urgent issues, Board business may be conducted by email. When this occurs, any Board member may send an email motion to the entire Board. If there is a second, allowance for discussion, and a majority vote by the entire Board within 72 hours of the email motion, the results will be recorded by the Secretary in the previous meeting’s minutes. If any member neglects or refuses to vote, the email motion fails. Any Director can demand that an email action shall not be taken without a meeting. When this occurs the email motion also fails and a meeting must be held. Section 6. Legal Powers. The Board of Directors shall have all of the powers, duties, and responsibilities granted it by the Colorado Non-Profit Corporation Act founded Colorado Revised Statutes annotated Title VII, Articles 20‑29 (1973), including but not limited to: The power to employ or compensate employees on a part-time or full-time basis as it may find necessary properly to manage the affairs of the Corporation and to delegate authority to such employees. The power to take all necessary action to carry out the objectives of the Corporation, including but not limited to the power to purchase, convey, lease, encumber, or otherwise deal with real or personal property. Section 7. Financial Expenditures. No general or specific financial commitments shall be consummated without formal pre-approval by a majority vote of the Board. Article IV Officers of the Corporation Section 1. Officers. The Officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer. The offices of Secretary and Treasurer may be combined. The officers of the Corporation shall preside at meetings in the following precedence: President, Vice-President, Secretary, and Treasurer. The Officers of the Corporation shall each be members of the Board of Directors. Officers shall be elected by the Board of Directors. Each Officer’s term shall be for one year. The Board of Directors shall elect its Officers in September each year unless that is not practicable, in which case, the Board shall elect its officers at its next regular meeting. There shall be no limitation on the number of elected terms that an officer may serve. Section 2. Duties of President. The President shall see that the policies of the Board of Directors are faithfully carried out, maintain the operational integrity of the Organization, that its membership, Board, Committees, and Contractors fulfill their explicit or expected responsibilities to all within the Organization, and perform such other duties as may normally pertain to this office or are assigned by the Board. Section 3. Duties of Vice-President. The Vice-President shall be the first person to act for the President in his/her absence, and shall perform such other duties as may be appropriate to this office or are assigned by the Board of Directors or by the President. The Vice President shall have the ultimate responsibility of filing all government-required reports and to see that any required fees are paid. If the registered office or registered agent of this Corporation should change at any time, the Vice President shall have the obligation to see to it that the change is properly recorded with the office of the Colorado Secretary of State, though these duties may be delegated or shared with another designated Officer. Section 4. Duties of Secretary. The Secretary shall keep the minutes of meetings for the Board of Directors and any committees appointed by the President. The following functions shall remain the ultimate responsibility of the Secretary, but the day-to-day performance of these functions may be delegated by the Secretary to the Operations Manager of the Corporation, subject to guidance in such delegation by a majority vote of the Board. The Secretary shall be the custodian of all books and records of the Corporation except as noted in Section 5 below. It shall be the Secretary’s obligation to maintain the Bylaws and a record of all updates made to these Bylaws. The Secretary shall attest to all instruments of conveyance that are duly authorized and signed in accordance with the Articles of Incorporation and the Bylaws. The Secretary shall perform such other duties as are customarily associated with the office or which are assigned by the Board of Directors. Section 5. Duties of Treasurer. The Treasurer shall: maintain the Corporation’s financial books of account and records; receive, secure, and disburse funds; and prepare and deliver to the Board annual financial statements. The Treasurer shall make the Corporation’s books available at all times for inspection by any Director and all agents of the Board of Directors. The Treasurer shall disburse all electronic invoices overseen by at least two other Officers of the Board. All check disbursements of the Corporation shall be signed by any two of the following: Operations Manager, President, Vice-President, Secretary, Treasurer, or authorized Director, but not by two Directors who are members of the same family. Notwithstanding this requirement, disbursements may be made from a petty cash fund in an amount approved by the Board of Directors. The Treasurer shall be the custodian of the financial books and records of the Corporation, and shall give up-to-date copies to the Secretary as the ultimate custodian of all books and records. The Treasurer shall attest to all instruments of encumbrance that are duly authorized and signed in accordance with the Articles of Incorporation and the Bylaws. The Treasurer shall be responsible for acknowledging the contributions of financial donors to the Organization, which meet timely expectations and IRS regulations. The Treasurer shall perform such other duties as are customarily associated with the office or which are assigned by the Board of Directors. Section 6. Officer Vacancies. In the case of the inability of any Officer to serve, the Board of Directors shall choose, by vote of the majority, from among the remaining Directors, one to serve in that Officer’s stead. That appointed Officer shall serve for the remainder of the vacated term. Section 7. Resignation, Termination, and Absences. . Resignation from the Board must be in writing and received by the President. The Board of Directors may request that a Director resign from the Board where that Director has had excessive absences from Board meetings or has not otherwise fulfilled his or her duties to the Board and the Band. This action is binding and shall require a vote of 2/3 of the Directors present. Article V Work of the Corporation Section 1. Music Conductors. The Board of Directors shall have the authority to appoint or hire and retain any and all Music Conductors for the Organization. Section 2. Operations Manager. The Board of Directors shall have the authority to appoint or hire and retain an Operations Manager to manage the day-to-day operations of the Corporation. These duties shall include but not be limited to fund raising, grant applications, website maintenance, membership list maintenance, communication with membership, public relations, and performing such other duties as may be assigned by the Board. Section 3. Music Librarian. The Board of Directors shall have the authority to appoint or hire and retain a Music Librarian to maintain the Band’s music library, provide music as necessary to all bands as requested by the Conductors, and return and refile this music to the library when it is returned. Section 4. Bookkeeper/Accountant. . The Board of Directors shall have the authority to appoint or hire and retain a Bookkeeper/Accountant to maintain financial records of the Corporation. These duties shall include but not be limited to providing monthly financial reports to the Board of Directors, establishing close ties to both the Board Treasurer and Operations Manager, providing financial reports for fund-raising applications, issuing timely 1099 tax forms to all contractors, and filing yearly 990 or special tax returns for the Organization as required by the U.S. Internal Revenue Service. Section 5. Website Designer. . The Board of Directors shall have the authority to appoint or hire and retain a Website Designer to update and maintain the Mile High Community Band website. Section 6. Scholarship Coordinator. The Board of Directors shall have the authority to appoint one of its dues-paying Board members as Scholarship Coordinator and Chairperson of the Scholarship Committee. The Scholarship Coordinator will serve at the pleasure of the Board as long as he or she is a member of the Board. Section 6A. Scholarship Committee The Coordinator/Chairperson will conduct a Band membership election for two non-Board, non-related, dues-paying band members to serve with him or her on the Scholarship Committee. The two selected must be current in their dues and be members for at least one year. The duties of the Scholarship Committee shall be to accept and read all applications submitted, obtain clarifications as necessary, evaluate all applications, and make responsible and confidential decisions based upon general Board guidelines. The evaluation of these applications shall be based upon the criteria provided by the Board, typically to include the applicant’s financial need, musical abilities, and/or the instrumentation needs of the Band. The Committee shall establish its internal process and schedule its own meetings in a timely manner after any applications have been received. At each regular meeting of the Board, the Scholarship Coordinator shall submit a Committee report, which will briefly outline current scholarships, effective dates, and duration. This information should be attached to the minutes. Specifics should be forwarded as necessary to the Bookkeeper/Accountant for dues billing adjustments. No active Scholarship Committee member may apply for a scholarship. No more than 25% of Board Members may be scholarship recipients. The Scholarship Committee shall recommend scholarship awards only within budgetary constraints determined and provided yearly by the Board. Scholarship awards will not exceed a one-year term but may be renewed upon submitting a new application. Section 7. Ad hoc Committees The Board may create other committees as needed, such as fundraising, planning, scheduling, etc. The President shall appoint all special committee chairpersons. No committees may execute contracts. Section 8. Volunteers. The Board of Directors may establish volunteer positions to assist in managing the day-to-day operations of the Corporation either in conjunction with or in lieu of an Operations Manager. The Corporation shall establish the duties of these volunteer positions and appoint individuals to fill these positions. Volunteers may not execute contracts. Article VI Payment of Officers No loans or payments of any kind shall be made by the Corporation to its Directors, Officers or Committee Members for services performed in connection with the respective service in that office; and, no asset of the Corporation shall inure to the benefit of any Officer or Director for services performed in connection with the respective service in that office. Directors may contract with the Band to provide goods or services requested by the Board that are outside the scope of the Director’s duties in his or her respective offices. To the extent a Director contracts with the Band to provide goods or services requested by the Board, these contracts shall be in writing or as otherwise required by law. A Director shall not vote on any matter in which he or she has a direct financial interest. Article VII Amendments Amendments to these Bylaws shall be made by a vote of the majority of the Board of Directors present and voting at a meeting of the Directors at which a quorum is present. Article VIII Dissolution Dissolution of the Corporation may be performed by a majority vote of the Directors at any meeting held properly within the terms of these Bylaws. These Bylaws were duly adopted by the Board of Directors at a Board of Directors meeting for which notice was duly given, held on the 3rd of December, 2015 Vern Vail, President of the Board These Bylaws were amended by the Board of Directors at a Board of Directors meeting for which notice was duly given, held on the 6th day of September, 2018 Amanda Jakl, President of the Board These Bylaws were amended by the Board of Directors at a Board of Directors e-motion for which notice was duly given, and noted as passed on the 5th day of June, 2023. Cristina L. Baker, President of the Board
