BYLAWS of Centennial State Pipes and Drums
Name and Location
The name of the organization is Centennial State Pipes and Drums. The principal office of the organization shall be located in the metropolitan area of Denver, Colorado, as may be designated by the Board of Directors. The meetings of the Members and of the Directors may be held at such places within the State of Colorado as may be designated by the Board of Directors.
The organization shall foster and promote Celtic and related arts within the community; To this end the organization shall utilize such musical instruments and engage in such activity as may be deemed by the Board of Directors to be cognizable and pursuant to the furtherance of Celtic arts, including but not limited to performances by a pipe and drum band, Scottish Highland Dancers, and Irish Dancers. The organization shall willing to extend assistance, cooperation and education to such societies, clubs, and organizations deemed to be engaged in interests like or similar to the purpose of the organization. All members shall have the opportunity, provided their dues are currently in order, to receive instruction from existing members on the instrument or in the art of their choice within the scope of the following categories:
- Scottish Highland Bagpipe
- Snare Drum
- Tenor Drum
- Bass Drum
Centennial State Pipes and Drums is a non-profit 501(c)3 corporation dedicated to the education, preservation, and promotion of bagpipe and drum music in Colorado and the United States.
Our mission is to promote the appreciation of bagpipe and drum music by providing class instruction, presenting innovative musical events, pursuing group competition, encouraging individual competition, and fostering tradition.
We welcome anyone who has a desire to share these goals with us, regardless of age, nationality, religion, race, or musical background.
To support our mission, we:
- Foster a supportive and constructive learning environment
- Provide mentoring for beginning pipers and drummers
- Strive to improve the craft though practice, performance, and competition
- Encourage education through participation in piping and drumming seminars
- Provide opportunities in leadership and responsibility
- Communicate the legacy of Scottish and Irish music through our public performances
- Promote fellowship outside of band events
- Create good will within the community
- Engage in fund raisers to support the necessity of uniforms, equipment, and instruments
- Compete at Highland games in group and individuals competition
- Attract new members and sponsors
1) Members are those persons who have formally registered and have made a dues payment in any fiscal year in the sum of not less than Twenty-five Dollars ($25.00).
2) Each annual member shall have one vote at any membership meeting held the fiscal year for which payment was made.
3) At least twenty days' written notice shall be given of annual meetings, and at least five days' written notice shall be given of special meetings of the members. At special meetings no business may be transacted other than that indicated in the notice of meeting.
4) Performing Membership shall be limited to those persons who have auditioned and be deemed to possess an acceptable degree of ability in one or more of the categories of instruction.
Board of Directors
1) The Board of Directors shall have and exercise all the usual powers of directors of a business corporation and the immediate government and direction of the affairs of the organization. They shall make all rules and regulations which they deem necessary or proper for the government of the organization, and for the due and orderly conduct of its affairs and the management of its property, not inconsistent with the Bylaws of the organization.
2) The Board of Directors shall consist of five (5) active voting members appointed by the membership.
3) The Board of Directors shall meet monthly and said meetings shall be open to all members. At meetings of the Board of directors a quorum for the transaction of business shall consist of three directors. At all meetings of the Board business shall be transacted by majority vote of all directors present and any action so taken shall be deemed the action of the full Board. Voting cannot be by proxy.
4) No Director shall receive compensation for his or her services as a Director. Prior to any election of Directors at a meeting of the members, a Nominating Committee shall submit nominations of which notice shall be given together with notice of the time and place of the meeting. Nominations shall be made by a nominating committee named by the Board. This committee will place into nomination the names of all candidates who aspire to an office. Nominations shall be for a specific office. Nominations may also be made from the floor at the Annual Meeting. Such nominations shall be made from among voting members in good standing.
5) The Directors shall be elected by plurality vote of the Active Members attending the Annual General Meeting. Each Director shall be elected to one specific office for one fiscal year.
6) Duties and responsibilities of the Board Officers shall be as follows:
7) Any Director/Officer may be removed from the Board by a majority vote of the Members of the organization only during a general meeting.
- President: President shall preside as chairman at all meetings and perform all duties commonly pertaining to this office. The President shall set the time and place of regular and special Board meetings and the Annual General Meeting in accordance with the provisions of these By-Laws. The President shall chair all budgeting committees.
- Vice President: The Vice President shall be responsible for the chairing the fund raising committee. The Vice President shall also follow band continuity and morale providing metrics for measurement of the bands standing. In the absence of the President from any meeting, the Vice President shall perform the duties of the President. In the absence of both the President and Vice President the Board shall elect a temporary chairman.
- Secretary: The Secretary shall keep a record of the proceedings at Board and Membership Meetings, which record shall at all reasonable times be open for inspection to members of the Board of Directors. The Secretary shall inform all members of the date and place of the Annual General Meeting and the business to be conducted thereat.
- Treasurer: The Treasurer shall receive all monies from all sources for the account of the organization and shall deposit same in the bank or banks designated by the Board. The Treasurer shall make disbursements of all expenditures and reimbursements approved by the board. The Treasurer shall make monthly reports, in writing, of all monies received and paid out, and balances in the bank accounts. The Treasure shall also provide a fiscal budget for the funding and operations of the band.
- Membership Chairman: The Membership Chairman shall issue, on a monthly basis, or as required, a newsletter to the active members of the organization. The Membership Chairman shall assemble or solicit members to help facilitate this publication. The Membership Chairman shall also maintain a list of all active members, receiving both releases and payment of dues from same.
1) The Pipe Band may have as band officers the following positions as appointed by the Board of Directors
- Pipe Major
- Pipe Sergeant
- Drum Major
- Drum Sergeant
- Business Manager
1) The Pipe Major shall be appointed the Section Head of the Pipes and Drums following the Annual General Meeting.
2) Section Heads shall attend all Board of Directors' meetings; present to the Board the needs and desires of the respective section; see that their respective sections appear as requested for all practices, parades, and performances.
1) General: All property and assets of the organization shall be carried on the books as such. Musical instruments and fixed supplies thereto as well as uniforms, clothing, and the like shall be depreciated annually at a rate to be determined by the Board of Directors.
2) Uniforms and equipment purchased by the organization and assigned to members shall be used only while performing with the Band in an active manner. Said uniforms and equipment shall remain the property of the organization and any replacement because of loss thereof or repair because of damage thereto, other than normal wear and tear, shall be the responsibility of the member to whom the uniform and/or equipment was assigned.
3) Band members shall keep the uniforms clean at all times. Uniforms may be recalled by the Pipe Major on the recommendation of the Board of Directors for failure of members to attend practices or band performances or for any other reason deemed sufficient. All uniforms must be dry cleaned before being returned for any reason. Permission to wear the uniform at any function other than a Band function must be obtained from a Section Head or Band Director.
Banking of Funds, Allocation, Disbursements
1) The monies received by the organization from any source shall be deposited in the name of the organization in such bank or banks as shall be determined from time to time by resolution of the Board of Directors of the organization. No advances or disbursement of funds shall be made until monies received from any specific engagements, donation, or source have been deposited and accounted for in the books of the organization.
2) Monies earned by the band, donations given, and any fees collected will be allocated at the Board's discretion.
3) Disbursement of the monies of the organization for payment of accounts outstanding or for prepayment of intended authorized purchases or any other lawful purpose may only be made upon resolution by the Board of Directors, such disbursement made by check signed by person or persons designated by the Board of Directors.
4) The Board of Directors shall maintain a balanced budget.
1) No part of the net earning of the organization shall inure to the benefit of, or be distributed to its members, officers, or other private persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. Notwithstanding any other provision of these Bylaws, the organization shall not carry on any activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law) or (b) by an organization to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or any corresponding provision of any future United States Internal Revenue Law).
2) Upon the dissolution of the organization, the Board of Directors shall, after paying or making provisions for payment of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the organization in such manner, or to such organization or organizations operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954.
1) These Bylaws may be altered, amended, or repealed and new Bylaws adopted at a regular or special meeting of the voting Members, by a vote either in person or by written proxy of a majority of a quorum, which shall be for this purpose one/half (1/2) of the Active Voting Members, providing the amendment is not in conflict with any provision necessary to maintain a tax-exempt, non-profit organization.
2) Suspension of Bylaws. These bylaws may be temporarily suspended by a two-thirds vote during a business meeting as allowed under Section two of this Article
3) Review of Bylaws. These bylaws shall undergo review in even numbered years by the Executive Committee. Amendments or alterations proposed by this Committee must be processed as described above in Section One of this Article