KBA Bylaws

On March 8, 2011 the Klein Band Association Board of Directors approved a revised set of by laws for the organization.  Changes were made to clairfy resposibilities to several of the boards executive positions and to clarify other aspects of the by laws. 

These bylaws are availabe at the following link:

2011 KBA Bylaws

KLEIN BAND ASSOCIATION

BYLAWS OF

KLEIN BAND ASSOCIATION

(AS AMENDED MARCH 8, 2011)

ARTICLE I

NAME AND LOCATION

Section 1. Name. The name of this organization shall be Klein Band Association also referred to as KBA.

Section 2. Location. Meetings of the Board of Directors of this organization shall be held within Harris County, Texas, as may be designated by the Board of Directors.

ARTICLE II

PURPOSE AND STRUCTURE

Section 1. Purpose. The purposes for which the corporation is organized and operated are charitable, educational,scientific and literary, and in accomplishment of such purposes, the corporation is administered solely for the benefit of the Klein Independent School District,

Harris County, Texas, solely in connection with its operation of the band programs (including the Color Guard program) of Klein High School, Klein, Texas. The corporation benefits such band programs by (i) providing educational support and opportunities for the students enrolled in

the band programs, including (a) assisting in the organization and development of band activities; (b) supporting participation in musical instrument clinics, U.l.L. marching and concert competitions and any other special events that may be a part of the activities of the Klein High School band program; (c) promoting and publishing pertinent news about the band programs and band students; ;and (d) encouraging active performance in community activities that would instill civic pride; and (ii) doing all things incident to or necessary for providing an excellent

band program at Klein High School.

This corporation shall be self-governi ng,self-supporting,non-commercial, 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 the Corporation shall inure to the benefit of any director of the Corporation, officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation 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 on the dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation 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.

The corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section SOl{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 deductive under 170(c)(2) or the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.

The Corporation shall observe the following regulations: Klein Independent School District Booster Club Guidelines and all local,state, and federal laws which apply to nonprofit organizations.

Upon dissolution of the Corporation, as determined by the Board of Directors, all assets remaining after payment of the obligations and liabilities of the corporation shall be distributed to the Klein High School activity fund, which is administered by the Klein Independent School District, to be used for the benefit of the Klein High School band programs. Should such fund cease to exist at the time of dissolution, such assets shall be distributed exclusively to charitable or educational 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. Any such assets not so disposed of shall be disposed of by the District Court of Harris County, Texas, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes.

The Corporation 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.

ARTICLE Ill

MEMBERSHIP AND DUES

Section 1. Membership. Membership into the organization shall be open to all parents/guardians/and adult family members of band and color guard members actively enrolled in the band and color guard program at Klein High School.

Membership provides the privileges of participation in all activities of the Corporation, including the right to vote, serve as a Director on the Board and hold office.

Section 2. Dues. Annual dues for each year shall be set by the Board of Directors no later than June 30 of a succeeding school year. In the event that the Board of Directors fails to act by June 30, the Fee shall remain the same as the prior year. The Board, in its discretion, is authorized to set various levels of fee and terms of payment. Fees are payable to the Treasurer of the Corporation. Good standing shall be determined by the Treasurer according to the payment terms for the member's fees. Under certain special conditions (e.g. financial hardship, non­ marching status}, the Head Band Director, in his or her sole discretion, may direct the Treasurer to reduce or waive all or part of the annual fees for a member who has a child or children in the band or color guard.

ARTICLE IV MEMBERSHIP MEETINGS

Section 3. Meeting of Members. The Board of Directors shall designate the date and location the meetings of the members will take place. The annual meeting of the members shall be held in the month of April or May for the purpose of electing Directors for the transaction of such other business as may come before the meeting. Those members present, in person, at such meeting shall constitute a quorum at such meeting. A majority of the votes present and entitled to the cast at a meeting at which a quorum is present shall be necessary for the adoption of any matter or resolution unless a greater proportion is required by law or these Bylaws.

An additional Meeting of the Members shall be held in July or August of each year for the purpose of welcoming new members, introducing new Directors, and transacting such other business as may be brought before such meeting.

Special emergency meetings may be called by written notice to the Members at least seven (7) days prior to such meeting if deemed necessary by the President or any four (4) members of the Board, or by the written request of at least twenty (20) percent of the members.

Section 4. Voting. Each qualified family unit, in good standing,as defined in Article Ill,Section I of these Bylaws, shall have the right to cast one vote, in person or by written proxy, in any matter at a general or special Membership meeting. The decision of a majority [fifty percent plus one (50% +1}] of the voting members present at the meeting will be binding on the organization, unless greater vote is required by these Bylaws.

Section 5. Procedure. All Membership Meetings shall be conducted in accordance with the then current edition of Robert's Rules of Order.

ARTICLE V CONTRIBUTIONS

Section 1. Contributions. From time to time, this Corporation may accept gifts and donations to be used for the purposes of the Corporation stated in the Bylaws and in the Articles of Incorporation. A gift restricted by a donor to a particular use shall be accepted by the

Corporation ONLY upon approval by the Directors. The Corporation may solicit gifts and donations and may conduct fundraising efforts.

ARTICLE VI BOARD OF DIRECTORS

Section 1. Power of Office. The property, budget, and affairs of the Corporation shall be managed and controlled by the Board of Directors. Subject to the restrictions imposed by law, by the Articles of Incorporation or by these Bylaws, the board shall exercise all of the powers of the corporation.

Section 2. Composition. The Board of Directors shall consist of the following persons: 1) Current Head Band Director of Klein High School, 2) President, 3) Vice President, 4) Treasurer,

  1. Secretary, and 6) any other Director with specific responsibilities deemed necessary on a year-to-year basis by the nominating committee to perform the functions of the Board. These positions may or may not include Directors such as Activities, Color Guard, Communications, Football Programs, Fundraising,Medical, Performance, Publicity, Spirit, Volunteers, and Percussion. Directors shall not be decreased to less than sixteen {16) elected members and that no decrease shall affect a shortening of the term of any incumbent Director.

Members of the Board except the Head Band Director shall be elected by the members at the annual April or May meeting of the members. Unless removed in accordance with these Bylaws, each Director shall assume office on June 1of each year and shall hold office until the later of May 31 of the following year or until his or her successor shall have been duly elected and qualified. Each Director is required to be a fee-paying member in good-standing. Any Director may be re-elected to the same or other office except as provided in the section below. Each Director may exercise one vote except for the President, who only votes in the event of a tie.

The President will then cast a vote to break the tie.

Two or more persons whose memberships are in good standing,may serve jointly as a Board Member, provided however, that they must agree to serve together as one joint unit and they may exercise only one whole vote as that joint unit. A person, whose membership is in good standing,may be elected or appointed to serve in more than one Board position or chairmanship of a committee, except as provided elsewhere by the Bylaws.

The current Head Band Director of Klein High School,all other Band Directors, Percussion Specialist, and Color Guard Specialist, whether one or more, shall be ex-officio members of the Board, and shall serve in an advisory capacity, consulting with and advising the Board to ensure that the Corporation's activities follow school district and U.l.L. guidelines.

Any Director, with the exception of the Head Band Director and the other Band Directors, Percussion Specialist, and Color Guard Specialist, may be removed from office, with or without

cause, by a vote of two-thirds (2/3) of the Directors of the Corporation attending any Regular or Special Meeting of the Board. Any vacancy occurring in the Board of Directors except in the office of President, whether by increase in the number of Directors or otherwise, shall be filled by the affirmative vote of a majority of the Directors then in office though less than a quorum

of the Board of Directors.

Section 3. Elections. Except as otherwise provided herein, each position on the Board, including,but not limited to the Directors of the Corporation, with the exception of the Band Directors, Percussion Specialist, and Color Guard Specialist, shall be filled by written ballot election at the Annual April or May Meeting of the Members. A Nominating Committee of four members shall consist of the Vice-President (as the Chairman), Treasurer, current President and one other member who is appointed by the Vice-President. Each Director position and each candidate will be clearly indicated on the written ballot.

It shall be the duty of this Nominating Committee to nominate candidates, whose consent to serve has been verified to serve in the position as Director for which they are nominated for the ensuing year. In addition all nominations shall be printed on a ballot. The ballot shall list the name or names of the candidates or joint candidates and the position or positions for which they seek election. The Nominations Committee may nominate more than one candidate or joint candidate for a position on the ballot. The ballot shall be distributed to members at the annual April or May meeting of the members. The candidate, joint candidate or write in candidate who receives the most votes for a position on the ballot shall be certified as the winner for that position. If a candidate or joint candidate is elected by write in ballot, that candidate's or joint candidate's willingness to serve must first be verified by the president officer of the election before being certified to take office. The Vice-President shall preside over the election and the Board Secretary shall announce the election results to the membership at the annual April or May Meeting of the Members.

Section 4. Meetings of the Directors. The Directors may hold their meetings, have an office and keep the books of the Corporation as such places in the State of Texas, or outside the state of Texas, as the Board of Directors may from time to time determine; provided, however, in the absence of any such determination, such meeting shall be held, in an office maintained, and books kept at the registered office of the Corporation in the State of Texas.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held no less than once a month with the date, time and place of the meetings to be designated by the President.

Section 6. Budget Meeting. Notwithstanding any provision herein to the contrary, the Board of Director's Budget Committee shall hold a Budget Meeting no later than the end of May each year for consideration of the Budget for the following school year. The members of the Budget Committee shall consist of the President, Vice-President, Treasurer, Head Band Director, President Elect, Vice-President Elect, and Treasurer Elect. The Corporation shall operate under the Budget adopted as such meeting,without liability to the Board of Directors subject to

ratification or amendment of such Budget by the Board of Directors. The Board of Directors may amend the ratified budget from time to time at its regular meetings or in a special meeting by a majority vote of those members present after the establishment of a quorum of the Board members.

Section 7. Special Meetings: Notice. Special Meetings of the Board of Directors shall be held whenever called by the President. Notice shall be given to each Director at least two (2) days before the meeting. Only matters announced in the notice may be considered and acted upon at the Special Meeting.

Section 8. Quorum. A majority (fifty percent + 1) of the Directors, whether the Director is an individual person or a person representing a joint unit as Director, if present in person at any meeting of the Board of Directors shall constitute a Quorum. If at any meeting of the Board of Directors there is less than a quorum present, a majority of those present may reschedule the meeting for a later date. The act of a majority of the Directors present in person at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws.

Section 9. Proxies. Proxy votes will be allowed. Power of proxy must be clearly stated in writing and filed with the President. Power of proxy shall be valid for no more than three (3) months at a time.

Section 10. Compensation of Directors. Directors, other than Band Directors, Percussion Specialist, and Color Guard Specialist, shall not receive any salary or compensation for their services as such, provided that nothing contained herein shall be construed to preclude any such person from serving the Corporation in any other capacity or receiving compensation therefore.

Section 11. Resignation. A member of the Board of Directors may resign at any time giving written notice to the President. Such resignation shall take effect on the date of receipt of such notice or at a time specified in the notice; and unless otherwise specified herein, the acceptance of such resignation shall not be necessary to make it effective.

Section 12. Vacancy. In the event of a vacancy, the remaining Board members may appoint any member in good standing as a successor. A successor so appointed shall serve for the remainder of the replaced Board member's term.

ARTICLE VII

ELECTED DIRECTORS AND DUTIES

Section 1. Enumeration of Offices. The Executive Directors of the Corporation shall be the President, Vice-President, Treasurer and Secretary. They shall be elected at the annual April or May meeting. A family (e.g. husband and wife) may serve as a director as a joint unit; provided however, that such family shall hold only one position as an Executive officer. Each such

director shall hold office from June 1until May 31 of the succeeding year or until his or her successor shall have been duly chosen and qualified, or until he or she shall have resigned or shall have been removed, in the manner provided by these Bylaws. Any office may be re­ elected provided however that any person who served in an Executive position (President, Vice­ President, Treasurer or Secretary) may not serve more than three (3) consecutive terms in the same position. Any vacancy in any such offices other than President may be filled for the unexpired portion of the term by the Board of Directors at any Regular Meeting or at any Special Meeting called for that purpose. Any vacancy in the office of President shall be filled by the Vice-President. The President-elect may only be filled by a current member of the Board of Directors. The elected officers of this Corporation and their duties are as follows:

  1. The President shall:
    1. Be the Chief Director of the Corporation and have direct charge and supervision of the business and operations of the Corporation;
    2. May sign or execute, in the name of the Corporation, all promissory notes or other debt obligations, all deed, mortgages, contracts or other undertakings or instruments except in case where the signing or execution thereof shall have been expressly delegated by the Board of Directors to some other Director or agent of the Corporation;
    3. Preside at all meetings of the membership and the Board;
    4. Perform a monthly check of bank accounts and statements with Treasurer;
    5. Act as ex-officio member of all committees, except the Nominating Committee;
    6. Serve as a member of the Budget Committee;
    7. Coordinate the work of the directors and committees so that the objectives are promoted;
    8. Appoint chairperson of standing committees, as necessary subject to the approval of the Board; and
    9. Perform such other duties applicable to the office as may be prescribed in these Bylaws by the Board.
  1. The Vice-President shall:
    1. Have such powers and perform such duties as may from time to time be assigned to them by the Board of Directors or the President;
      1. At the request of the President, the Vice-President may temporarily act in his/her behalf;
      2. In case of the death or absence of the President or inability to act would assume

the responsibilities of President until the end of the current term;

  1. Coordinate Senior Recognition Night;
  2. Serve on the Budget committee; and
  3. Chair the Nominating committee.
  1. The Secretary shall:
    1. Keep the minutes of all monthly and/or special meetings of the Board of Directors;
      1. Coordinate and organize the band open house to be held in July or August of each year; and
      2. Perform other duties that may be assigned by the Board of Directors.
  1. The Treasurer shall:
    1. Be the financial director of the Corporation;
    2. Present the annual budget for approval at the June meeting of the Board of Directors;
    3. Receive and deposit all monies in the name of the Corporation in a bank account designated by the Board;
    4. Perform a monthly check of bank accounts and statements with President;
    5. Keep accurate records of receipts and disbursement;
    6. Pay out funds with proper vouchers in accordance with the approved budget;
    7. Present an interim financial report every month at the board meetings;
    8. Serve on the Budget Committee;
    9. Serve on the Nominating Committee;
    10. Present the accounts for the annual examination by the Audit Committee; 11. Preserve the financial record of the Corporation including approved annual

budget documents, interim and annual financial reports, bank account registers, bank records and canceled checks, and tax records, maintaining these to meet all legal requirements;

  1. Prepare a 5-year financial projection to be completed by the outgoing board no later than May 1. The projection and budget will be used together to determine
    1. if fundraising efforts will be cut back or advanced depending on the bank balance reserve and secondly (b) the dues amount for the following academic year. A reasonable reserve bank balance will be targeted based on the annual budget (e.g. between 25-50% of the annual budget).
  2. Prepare all required tax returns on behalf of the Corporation; and
  3. Perform such other duties as deemed necessary by the membership or by the Board.

Section 2. Authority to sign checks. Only the President and Treasurer shall have the authority to sign checks to pay for the expenses of the Corporation. The signature of both the President

and Treasurer shall be required on any check above $1,000.00 or upon any check for an amount in excess of, or an item not specified on, the current ratified Budget (a "non-budget item"). Any disbursement for a "non-budget" item must be approved by the Board of Directors before such disbursement may be made.

Section 3. Officers/Directors Holding Two or More Offices. Any two or more positions may be held by the same person or joint unit except that in no circumstances shall the same person or person holding a position in a joint unit as President hold any other executive position at the same time.

Section 4. Compensation. No Director shall receive any salary or other compensation for his or her services as such; provided however, that nothing contained herein shall be construed to preclude any such person from serving the Corporation in any other capacity or receiving compensation therefore.

Section 5. Removal. Any Director of the Corporation may be removed at any time, with or without cause, by a vote of two-thirds (2/3) of the entire Board of Directors at any Regular Meeting or at any Special Meeting called for that purpose.

ARTICLE VIII COMMITTEES

Section 1. Nominating Committee. The Nominating Committee shall be composed of four (4) members: (1) Vice-President, who shall serve as the committee chair; (2) Treasurer; (3) current President; and (4) an additional member appointed by the Vice-President. The Nominating Committee shall meet to receive nominations for the elected positions of the Corporation and to prepare a slate of nominees and a ballot for the election of directors in accordance with these Bylaws. The committee shall consult with the Head Band Director on the position of President.

Section 2. Budget Committee. A Budget Committee composed of the President, incoming President, Vice-President, incoming Vice-President, Treasurer, incoming Treasurer and the Head Band Director. The Budget Committee will meet with Performance Pit-Pops Director to obtain budget projections for the following year. The Budget Committee shall meet no later than the end of May each year for consideration of the Budget for the following school year.

Section 3. Audit Committee. An Audit Committee shall be composed of three members: (1) the President; (2) the Treasurer; and (3) a general member of the Corporation. The Audit Committee shall meet at the end of the fiscal year to review the financial records of the organization. Satisfied that the Treasurer's Final Report is complete and accurate, this Committee shall sign a statement attesting to such fact and submit a copy to the Associate Principal in charge of Activities by July 31 of that year.

Section 4. Standing Committees. The Corporation shall have standing committees that correspond to the Director positions elected on an annual basis. All standing committees of the Corporation shall be chaired by the Board Director Chairperson for that Committee except the Nominating, Budget and Audit Committees which shall be chaired by the Vice-President, Treasurer and President, respectively. Only members in good standing shall be eligible for membership on any Standing Committee. The President shall be an ex-officio member of all Standing Committees. The duties and responsibilities of each standing committee chairperson shall be determined by the Board of Directors. Committee records shall be turned over to the new chairperson by June 1.

ARTICLE IX

LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Corporation shall indemnify and advance expenses to all directors, of the Corporation and to all persons who are or were serving at the request of the Corporation as a director, officer, partner, venture, proprietor, trustee, employee benefit plan or other enterprise, to the maximum extent allowed by the Texas Non-Profit Corporation Act and other applicable law. If the Texas Non-Profit Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable law is amended after adoption of this provision of the Bylaws by the shareholders or the Board of Directors to authorize corporate action further expanding the corporation's power to indemnify, the corporation shall be and hereby is authorized to indemnify the persons

named above to the fullest extent permitted by the Texas Non-Profit Corporation Act, the Texas Miscellaneous Corporation Laws Act or other applicable law, as so amended.

Section 1. Amendments to Articles of Incorporation or Bylaws. The Articles of Incorporation shall be amended pursuant to the provisions of the Texas Non-Profit Corporation Act. These Bylaws may be altered, amended, or repealed either (i) by the affirmative vote of a majority of the Members present in person at the April or May meeting of the Members, or at any special emergency meeting of the Members if notice of such action is contained in the notice or waiver of notice of said special emergency meeting,or (ii) by affirmative vote of a majority of the Directors at any meeting of the Board of Directors.

Section 2. Limitations on Distributions. No part of the earnings of the corporation shall inure to the benefit of any director of the corporation, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for

the corporation affecting one or more of its purposes), an no director or officer of the corporation, or any private individual,shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting,to influence legislation, and the corporation shall not participate in, or intervene in (including the publication or distribution of statement) any political campaign on behalf of any candidate for public office.

Section 3. Notice and Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, such notice shall be deemed to be sufficient if given in person, telephone, receipted facsimile transmission, email or by depositing the same in a post office box in a sealed post paid enveloped addressed to the person entitled thereto at his or her post office address, as it appears on the books of the corporation, and such notice shall be deemed to have been given on the day of such mailing. A waiver of notice, signed by the person or person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 4. Depositories. 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 from time to time designate, upon such terms and conditions as shall be fixed by the Board of Directors. The Board of Directors may from time to time authorize the opening and keeping,with such depository as it may designate, of general and special bank accounts, and may make such special rules regulations with respect thereto as it may deem expedient and consistent with the provisions of these Bylaws.

The undersigned, being the Secretary and President of THE KLEIN BAND ASSOCIATI ON, a Texas Non-Profit Corporation, hereby certify that the foregoing Bylaws were duly adopted by the Board of Directors of the Corporation effective March 8, 2011.

 

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