KLEIN CAIN BAND ASSOCIATION
Name and Location
Section 1. Name. The name of this organization shall be KLEIN CAIN BAND ASSOCIATION (“KCBA”).
Section 2. Location. All meetings of the KCBA Board (as defined in Article Four, Section 1) may be held at such places within the Klein Independent School District as the Directors may designate.
Purposes and Structure
Section 1. Purposes. KCBA is organized exclusively for charitable, literary, and education purposes as defined in Section 50l(c)(3) of the Internal Revenue Code. The purposes of KCBA include raising funds and purchasing personal property and services to be used by students and faculty of the Klein Cain High School Band; creating an environment that encourages student and parent participation; providing volunteers for educational and/or extracurricular activities; supporting participation in band performances, competitions, and school and community events; promoting the band programs to the school and community; engaging in other charitable, civic, or educational activities that will contribute to the public education of the community; and exercising other powers conferred by the laws of the State of Texas on nonprofit corporations. For the purposes of these Bylaws, “Klein Cain High School Band” includes all marching band students, fall Color Guard, all concert season students, and spring Winter Guard.
KCBA shall be self-governing, self-supporting, non-commercial, nonsectarian, nonprofit, and nonpartisan, and shall seek neither to direct the administrative activities of the Klein Independent School District nor to control its policies.
No part of the net earnings of KCBA shall inure to the benefit of any director or KCBA, officer of KCBA, or any private individual (except that reasonable compensation may be paid for services rendered to or for KCBA affecting one or more of its purposes); and no director, officer or any private individual shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of KCBA. No substantial part of the activities of KCBA shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and KCBA shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
KCBA shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under the 170(c)(2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.
KCBA shall observe the following regulations: Klein Independent School District Booster Club Guidelines, University Interscholastic League Booster Club Guidelines, and all local, state and federal laws which apply to nonprofit organizations. KCBA shall approve no actions contrary to the recommendations of the band director(s).
Section 2. Winding Up. Upon dissolution of KCBA or the winding up of its affairs, the assets of KCBA shall be distributed exclusively to charitable organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended.
Section 3. Tax Exempt. KCBA is organized pursuant to the Texas Nonprofit Corporation Act and does not contemplate pecuniary gain or profit and is organized for nonprofit purposes which are consistent with the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter amended.
Section 1. Membership. Membership in KCBA is open to any person who is a parent or guardian of a child or children who participate in the Klein Cain High School Band, and who will uphold the policies of this organization and agree to its Bylaws. A maximum of one membership shall be granted to each family unit, regardless of how many children in the household are members of the Klein Cain High School Band.
The Band Director (and any Assistant Band Directors) shall be ex officio, non-voting members of KCBA.
Section 2. Qualification. There are no KCBA membership dues because it is expected that, in addition to supporting the participation of his/her individual student, each parent or guardian shall actively participate in the activities of KCBA. The requirement for taking advantage of any benefit of membership in KCBA is that a member must be in Good Standing. For the purposes of these Bylaws, “Good Standing” means all student participation fees are either paid in full or all payments, pursuant to an alternative payment arrangement that has been agreed to by the President and Treasurer, have been timely made. To be eligible to vote on matters before the general membership, to hold elective office, or to serve as the chairperson of a Standing Committee, one must be a member in Good Standing as defined by this section.
Section 3. Meetings/Quorum/Voting. Any Mandatory Meeting, Regular Meeting or Special Meeting of the entire membership of KCBA may be held on a date and at a place determined by the members of the KCBA Board (further defined in Article Four, Section 1). Written notice stating the place, date, and time of the meeting shall be given for all meetings. At any Special Meeting, only the business stated in the meeting notice may be transacted. Notice of all meetings shall be given by any of the following methods at least three (3) days before the meeting: (1) by emailing a written notice to each household at the address recorded on the records of KCBA; (2) by posting to the Klein Cain High School Band Facebook page (https://www.facebook.com/groups/168376816983033/); or (3) by posting to the KCBA website (www.cainband.org)
Each May, there will be a Mandatory Meeting of the entire KCBA membership, which shall constitute the Annual Meeting of the membership. At this Annual Meeting, (1) the President and Treasurer shall present an Annual Report including a statement of the activities of KCBA and its financial condition and (2) officer elections for the next school year shall take place. The Annual Report shall be filed with the records of KCBA and entered in the minutes of the Annual Meeting of the membership.
Meetings of the membership of KCBA shall be presided over by the President or, in the absence of the President, by the next officer of KCBA in order of seniority (as defined in Article Four, Section 5). The KCBA Secretary will serve as secretary for all KCBA meetings, but, if the Secretary is unavailable, the person presiding may appoint a secretary for the meeting.
A quorum of any meeting of the membership of KCBA shall be three percent (3%) of the households that are KCBA members in Good Standing. At any meeting of the membership of KCBA, each household of a student enrolled in the Klein Cain High School Band shall have one vote regardless of the number of children in the program. Consequently, a single parent or guardian present and voting at a meeting shall have one vote, and a couple, when both are present and voting at a meeting, shall have one vote, which must be cast by agreement of both. All actions shall be by a majority of the votes cast.
Section 4. Proxy. No voting by proxy will be allowed.
Section 1. Composition of KCBA Board. The KCBA Board shall be composed of the President, Vice President, Treasurer, Secretary (each, an “Officer” and collectively, the “Executive Board”), Corporate Directors, and the chairperson of each Standing Committee (as described in Article Five, Section 1). The number of members of the KCBA Board can be increased or decreased as needed to account for changes in band program participation, but there may be no less than three (3) Officers.
Section 2. Qualification. Any member in Good Standing, as defined in Article Three, Section 2, is eligible to serve as a Corporate Director, Officer, or Standing Committee chairperson.
Section 3. Powers. The Board shall be KCBA’s governing body and shall manage, control, and direct the affairs and property of KCBA.
Section 4. Compensation. No member of the KCBA Board shall receive compensation for any service he or she may render to KCBA. Board members may be reimbursed for actual expenses incurred in the performance of their duties.
Section 5. Officers. At the start of the inaugural year of KCBA, the Officers will be appointed by the Corporate Directors. Thereafter, the Officers shall be elected by a simple majority of the membership present at the Annual Meeting.
A Standing Committee chairperson appointed by the President will accept nominations for all elected positions prior to the Annual Meeting and the floor will also be open for nominations. Vacancies of offices of unexpired terms shall be filled by appointment by a majority of the remaining Officers. The Officers and their respective duties are as follows:
1. The President shall:
a. Preside at all meetings of the KCBA Board;
b. Coordinate the work of the KCBA Board and/or Standing Committees in order that the KCBA objectives may be promoted;
c. Coordinate the work so that the necessary reports are timely made to the appropriate state and federal agencies;
d. Work with the Band Directors and Treasurer on preparation of the budget;
e. Serve as a member of the Fundraising Committee;
f. Attend Executive Board meetings; and
g. Perform such other duties as deemed necessary by the Corporate Directors and Band Directors.
2. The Vice President shall:
a. Assume the duties of the President in the event of the President’s resignation or inability to serve;
b. Serve as assistant Secretary;
c. Beginning in the 2019-2020 school year, coordinate the Nominating Committee with the Band Director;
d. Attend Executive Board meetings; and
e. Perform such other duties as deemed necessary by the Corporate Directors and Band Directors.
3. The Secretary shall:
a. Record the minutes of all meetings of the KCBA Board, and furnish a copy of such minutes to the President within one (1) week following the meeting;
b. Coordinate all correspondence relating to KCBA;
c. Publish all notices of meetings or other matters, as required by the provisions of these Bylaws;
d. Attend Executive Board meetings; and
e. Perform such other duties as deemed necessary by the Corporate Directors and Band Directors.
4. The Treasurer shall:
a. Be the financial officer of KCBA;
b. Work with the Band Directors and President on preparation of the budget and provide financial reports as requested;
c. Receive all monies of KCBA and deposit said monies in a bank designated by the Corporate Directors of KCBA;
d. Keep an accurate record of receipts and expenditures;
e. Pay out funds with proper vouchers in accordance with the approved budget;
f. Manage and direct the responsibilities of an assistant treasurer;
g. Prepare all necessary reports to the appropriate state and federal agencies and work with the President to file the reports on a timely basis;
h. Serve as a member of the Fundraising Committee;
j. Perform such other duties as deemed necessary by the Corporate Directors and Band Directors.
The order of seniority of the Officers is President, Vice President, Secretary, and Treasurer.
Section 6. Terms. Each elected Officer shall serve beginning on July 1 after his or her election, without term limits.
All chairpersons of the Standing Committees (as defined in Article Five, Section 1) must be voted in by a simple majority of the KCBA Board. The term of all chairpersons of the Standing Committees shall begin on the date on which he or she is voted in by a simple majority of the existing KCBA Board and end upon the first KCBA Board meeting of the new fiscal year.
If an Officer dies in office, ceases to meet the qualifications for the KCBA Board position he/she holds while in office, or resigns, the affected Board may elect/appoint a new Officer to complete that person’s term; this new member shall be confirmed at the next meeting of the membership. If an Officer is removed by vote of the KCBA Board or the membership with or without cause, a new Officer shall be elected or appointed at the same meeting to complete that person’s term. In the case of a couple serving as “co-officers”, if one spouse resigns or is removed from office, then both members are no longer eligible to serve on the KCBA Board.
If the chairperson of a Standing Committee dies in office, ceases to meet the qualifications for the KCBA Board position he/she holds while in office, resigns, or is asked to resign by the President, the affected Board may appoint a new chairperson to complete that person’s term; this new member shall be confirmed by simple majority vote at the next KCBA Board meeting.
Section 7. Board Meetings. The KCBA Board shall hold its first meeting with members of the previous year’s Board (if any) and prospective KCBA Board members in July of the new fiscal year for the purposes of (1) voting in new Standing Committee chairpersons, (2) transition from previous to current Board members, (3) sharing information, and (4) coordination. All other regular meetings of the Board shall be held at a time and place agreed upon by the members of that KCBA Board. The KCBA President or a majority of the KCBA Board may call special meetings of the Board and provide notice pursuant to Section 7 below.
Any action of the KCBA Board that could be taken at a meeting can be taken by unanimous written consent or by telephone or video conference call of the members of the Board.
Section 8. Notice. Notice of any special meeting of the KCBA Board not announced at a regular meeting of the Board shall be sent by email to each Board member at his or her KCBA email address. Any Board member may waive notice of any meeting, and the attendance of a Board member at any meeting shall constitute a waiver of notice of such meeting.
Section 9. Quorum. A simple majority of the KCBA Board shall constitute a quorum for the transaction of business at any Board meeting; but if less than a quorum of the KCBA Board is present at said meeting, a majority of the present KCBA Board members may adjourn the meeting without further notice.
Section 10. Voting. Each KCBA Board member, except for the President, shall have one vote on all matters before the KCBA Board. If a couple has been formally elected as KCBA “co-officers” entitled to sit on the KCBA Board, the couple may serve as “co-officers”, and one spouse may represent the other spouse at any Board meeting. Such “co-officers” shall have only one vote on any matter before the Board and count as one Officer when determining a quorum and for all other purposes under these By Laws.
In the event there is an even number of voting Board members and a vote results in a tie, the President shall place the tie-breaking vote.
Section 11. Proxy. No voting by proxy will be allowed.
Section 1. The Standing Committees of KCBA shall be: Fundraising, Chaperones, Guard, Historian, Hospitality, Social, Spirit Wear, Props and Stormchasers (Equipment and props), and Uniforms. These committees may change at KCBA Board discretion.
Section 2. Fundraising Committee. In accordance with the Klein Independent School District Booster Club Guidelines, the President and Treasurer shall be ex officio members of the Fundraising Committee. The chairperson of the Fundraising Committee shall be vetted and appointed by the Executive Board and voted in by a simple majority of the KCBA Board. If or until the KCBA Executive Board appoints the chairperson of the Fundraising Committee, the KCBA President and Treasurer shall be the default Fundraising Committee Co-Chairs. The Fundraising Committee chairperson shall, in turn, appoint or accept volunteer committee members. For each fundraising activity, the Fundraising chairperson shall appoint an individual fundraiser point of contact or committee. The Fundraising Chair has fiscal authority to the fundraising account of KCBA only.
Section 3. Standing Committees. The Standing Committees are chaired by members in Good Standing who are voted in by the KCBA Board. Each Standing Committee chairperson shall, in turn, appoint or accept volunteer committee members.
Section l. Fiscal Year. KCBA’s fiscal year shall be July 1 through June 30 of the following calendar year.
Section 2. Operating Funds. Operating funds shall be maintained in a general fund, and an accounting of such funds shall be presented by the Treasurer at all Board and general membership meetings.
Section 3. Fiscal Responsibility. All Officers having fiscal responsibility shall be bonded. Financial Procedures for purchasing. The executive board approves the budget. Purchasing items within budget does not need approval. Spending over the budget will need to follow the following:
The Treasurer, assistant treasurer have fiscal authority to the bank account. The Fundraising Chair has access to the fundraising account only.
Section 4. Tax Exemption. This nonprofit organization is a tax-exempt organization under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended.
Section 5. Liability/Indemnification. The members of the KCBA Board shall not be liable to any organization(s) or person(s) for any error or mistake of judgment in carrying out their duties and responsibilities as members of the KCBA Board, except for their own individual willful misconduct or gross negligence. KCBA shall indemnify and hold harmless and defend each person, that person's heirs, assigns or legal representatives, who is or was a director or officer of KCBA against any and all liability to any person, firm or corporation arising out of actions taken or contracts made by, with the approval of, or at the direction of, the KCBA Board, unless any such action or contract shall have been taken or made in bad faith. It is intended that the members of the KCBA Board shall have no personal liability with respect to any action taken or contract made by them on behalf of KCBA. KCBA may, at the discretion of the Board, provide for Directors and Officers (D&O) liability insurance.
Section 1. Amendments to Bylaws. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the KCBA Board, provided that such alterations, amendments, or proposed substitute Bylaws have been read or distributed to all KCBA Board members present at the regular meeting.
Section 2. Amendments to the Certificate of Formation. The KCBA Board shall adopt a resolution setting forth any proposed amendment to the Certificate of Formation, which, if approved by a majority of the KCBA Board, shall be again submitted for a vote at the next regular meeting of the Executive Board.
Section 3. Notice of Previous Amendments. All amendments to these Bylaws shall be published below:
Initially ratified by KCBA Corporate Directors May 12, 2017
Amended and ratified by KCBA Board May 5, 2018
Amended and ratified by KCBA Board September 10, 2019
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting secretary of the KLEIN CAIN BAND ASSOCIATION and that these Bylaws constitute KCBA’s Bylaws. The Bylaws were duly adopted by a vote of the KCBA Board held on September 10, 2019
Dated: September 10, 2019
Laura Saunders, KCBA Secretary