Old Dam Band :: ByLaws

The Old Dam Community Band

History & Bylaws

The Old Dam Community Band is a volunteer organization founded on February 29, 2000 for the purpose of playing concert band music for recreation and community service. Players range in age from early-teens to the eighties. There is no skill level requirement and no tryouts. The typical number of years of previous playing experience is 5-15 years. Some members had not played for over 40 years prior to becoming members. It's never too late to join!

The first meeting on Tuesday, February 29th, was attended by Dan Schultz, Terri Schultz, Larry May, and Tunis McElwain, and was held at the Old Lock & Dam Building in Newburgh , Indiana . Initially, the Town Of Newburgh was not involved other than to provide the Old Lock & Dam Building at a reduced cost because of Dan and Terri’s non-profit intent. The first meeting was not very impressive. We had no music and there was not much that could be done with a tuba, a trumpet, and two saxophones. However, we agreed that we would continue to advertise and return the following Tuesday. Dan and Terri had already posted advertising on many local bulletin boards, a couple of radio stations, and with the Evansville Newspaper. Dan purchased a set of Dixieland Combo books. The next Tuesday, one additional person, Jeff Westfall, came after hearing a plea for musicians on Public Radio WNIN. A reporter from the Evansville Press, Michelle Brutlag, also came and brought along a photographer. After sitting around and talking to the reporter for about 30 minutes, Larry May on trumpet, Tunis McElwain on sax, Jeff Westfall on euphonium, and Dan Schultz on tuba, began playing out of the Dixieland books. Neither Larry nor Dan had played with a group in over 30 years! The tunes were recognizable, but not very professional, but it didn't really matter much. What was important was that a full page article complete with pictures that appeared in the Evansville Press a couple of days later. At the next meeting on the following Tuesday, seventeen people showed up with their instruments ready to play. Jeff Westfall took on the duties of conductor and we played for two solid hours. The Band has met each Tuesday since that initial meeting.

The Old Dam Community Band, as of Thursday, August 24, 2000 , has a core group of about 25 people and a roster of approximately 60. A typical rehearsal draws anywhere from 18 to 35 musicians with an average of 25 musicians playing for community concerts. The name of The Old Dam Community Band was unanimously adopted sometime toward the end of March. The meeting place for The Band is The Old Dam Lock & Dam Building located in The Old Dam Community Park at the site of the Old Newburgh Lock & Dam #47 on Highway 662 ( Water Street ) just east of downtown Newburgh , Indiana . On July 6, 2000 , The Newburgh Park And Recreation Board voted unanimously to waive the rental fee on The Old Lock & Dam Building for the regular rehearsals of The Old Dam Community Band.

The first organizational meeting to draft the by-laws and Articles of Association was held at the JayCees clubhouse in The Old Dam Community Park on Thursday, August 24th, 2000 at 7pm . That meeting was attended by Larry May, Dan Schultz, Dave King, Wayne Fiester, Terri Schultz, Bryant Taylor, and Ray Smith. The meeting was called to order promptly at 7pm with the first order of business to draft a set of by-laws and Articles of Association to present to The Band for approval. We also decided that the first annual Band meeting would take place on October 21, 2000 at the Old Dam Community Park . Plans are being made for the 1st annual meeting to include a picnic for family and friends, election of officers for the coming year, and a public concert. It is anticipated that this will become a community tradition. The meeting was adjourned at about 9:15 .

Purpose and Goals

To provide an avenue for the extension of musical studies and lifetime enrichment for instrumentalists of all ages and expertise.
To promote traditional concert band repertoire through rehearsals and performances.
To supply musical accompaniment to special events for the benefit of both the musicians and the audience.

BYLAWS

The Old Dam Community Band
A Non-profit Association
October 21, 2000.Articles VI and VII revised on February 1, 2005.

ARTICLE I - Name.
The name of this organization shall be "The Old Dam Community Band" hereinafter referred to as the "The Band."

ARTICLE II - Membership.
Any person who plays a brass, woodwind, or percussion instrument may request to be a member of The Band. Tryout is not required.

ARTICLE III - Purpose.
The purpose of the organization shall be twofold: (1) to provide an opportunity for those members of the community who have an interest in instrumental music to participate in an organization with others during their leisure time, and (2) to provide music for public occasions such as benefits for charitable or civic organizations and public gatherings.

ARTICLE IV - Limits.
The Band shall not engage in any activities not consistent with maintaining an organization exempt from Federal income tax under the Internal Revenue Code nor shall it engage in any activities prohibited by law. Even though The Band will participate in a variety of civic functions, it will not align with any political, religious or ethnic causes.

ARTICLE V - Meetings.
1. Annual meeting. The Band shall hold an annual meeting in October of each year. The President shall call the meeting and shall designate the time and place of such meeting. The members present shall constitute a quorum. 2. Special Meetings. Special meetings may be called by the President as needed. 3. Votes. Each member of The Band in attendance shall have one vote.

ARTICLE VI - Board of directors.
1. Number. The Board of Directors shall consist of eleven members. Ten directors shall be elected by The Band. One additional Ex Officio board member shall be the Music Director, who is appointed by the Board of Directors. 2. Election. The Board of Directors shall be elected by the members at the annual meeting. Directors shall serve three-year terms with the exception of the aforementioned Ex Officio position. The Board of Directors shall have general charge of all Band affairs. Directors shall be members of The Band. The terms for all Directors and elected officers shall begin on the first day of January except in cases where a Director or officer is replaced due to a resignation, etc. 3. Compensation. No director shall receive compensation for any service(s) rendered to The Band as a Director; provided however, that a Director may be reimbursed for expenses incurred in the performance of duties as a Director to the extent such expenses are approved by the Board of Directors. 4. Resignation and Removal. A Director may resign at any time by delivering written notice to the Board of Directors. Any Director elected by the members may be removed at any time, with cause, by the vote of the majority of Board members. If vacancies occur in the Board of Directors, the remaining directors may appoint a Director to fill the vacancy until the next annual meeting. 5. Informal Action by Directors. Any action that is required or permitted to be taken at a meeting of the Board of Directors, either regular or special, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Directors. 6. The duties of the Board shall to oversee the business and activities of The Band in accordance with the Articles of Association.

ARTICLE VII - Officers.
The officers of The Band shall consist of a President, Vice-President, Secretary, and Treasurer, who shall be elected by the members of The Board of Directors. Any one person may hold as many as two offices. The term of the officers shall be one year and elections shall be concurrent with elections to the Board.

ARTICLE VIII - Amendment.
Except as otherwise provided by Indiana law, by the Articles of Association, or by these Bylaws, the Bylaws may be amended, altered, or amended by the members upon affirmative vote of a majority of The Band members present at the annual meeting.

ARTICLE IX - Operating year.
The operating year of The Band shall correspond to the calendar year.

By-laws change to Article VI to move to an eight member board elected by the band with one additional board member serving as Music Director appointed by The Board was ratified at a special meeting called by Dan Schultz, President, on February 1, 2005 at 7 PM during a regular rehearsal and was attended by:
Gene Van Stone, Hugh Whittaker, Frank Book, Tom Rusche, Dave Every, Rick Williams, JO Frobeiter-Mueller, Tracy McConnell, Pat King, Ted Gore, Ruth Potami, Nance Fiester, Terri Schultz, Bryant Taylor, Mary Williams, Sebastian Speranza, Carl Zimmerman, Wayne Fiester, Terry Bailey, Carl Becker, Ed Ellis, Bryan Hartig, Virgil Miller, Bill Wallace, Janet Pirtle, Dan Schultz, Charlie Dewig, Jim Hadley, and Jim Fox.
Virgil Miller made the motion to change to an eight member elected board plus one Ex Officio board member consisting of a Music Director appointed by the board. Hugh Whittaker seconded the motion and all present voted to accept the By-Law change.

(Original) BYLAWS

The Old Dam Community Band
A Non-profit Association
October 21, 2000

ARTICLE I - Name.
The name of this organization shall be "The Old Dam Community Band" hereinafter referred to as the "The Band."

ARTICLE II - Membership.
Any person who plays a brass, woodwind, or percussion instrument may request to be a member of The Band. Tryout is not required.

ARTICLE V - Meetings.
1. Annual meeting. The Band shall hold an annual meeting in October of each year. The Chairman shall call the meeting and shall designate the time and place of such meeting. The members present shall constitute a quorum. 2. Special Meetings. Special meetings may be called by the Chairman as needed. 3. Votes. Each member of The Band shall have one vote.

ARTICLE VI - Board of directors.
1. Number. The number of Directors of The Band shall be five. This number may be increased in increments of two at any time by a majority vote of The Band. 2. Election. The Board of Directors shall be elected by the members at the annual meeting. Initially, upon acceptance of this document, one director shall be elected for a one year term; one director shall be elected for a two year term; and three directors shall be elected for a three year term. Thereafter, the Directors shall serve three year terms. The Board of Directors shall have general charge of all Band affairs. Directors shall be members of The Band. A Chairman shall be selected by the Board of Directors. The terms for all Directors and elected officers shall begin on the first day of January except in cases where a Director or officer is replaced due to a resignation, etc. 3. Compensation. No director shall receive compensation for any service(s) rendered to The Band as a Director; provided however, that a Director may be reimbursed for expenses incurred in the performance of duties as a Director to the extent such expenses are approved by the Board of Directors. 4. Resignation and Removal. A Director may resign at any time by delivering written notice to the Board of Directors. Any Director elected by the members may be removed at any time, with cause, by the vote of the majority of Board members. If vacancies occur in the Board of Directors, the remaining directors may appoint a Director to fill the vacancy until the next annual meeting. 5. Informal Action by Directors. Any action that is required or permitted to be taken at a meeting of the Board of Directors, either regular or special, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Directors. 6. The duties of the Board shall to oversee the business and activities of The Band in accordance with the Articles of Association.

ARTICLE VII - Officers.
The officers of The Band shall consist of a Chairman, Vice-Chairman, Secretary, and Treasurer, who shall be elected by the members of The Band at the annual meeting. Officers must be members of The Band. A Director may serve as an officer. Any one person may hold as many as two offices. The term of the officers shall be one year and elections shall be concurrent with elections to the Board. Officers will be elected by The Band.

ARTICLE VIII - Amendment.
Except as otherwise provided by Indiana law, by the Articles of Association, or by these Bylaws, the Bylaws may be amended, altered, or addended by the members upon affirmative vote of a majority of The Band members present at the annual meeting.

ARTICLE IX - Operating year.
The operating year of The Band shall correspond to the calendar year.

IN WITNESS WHEREOF, the undersigned, constituting the Organizing Directors of The Old Dam Community Band have executed the Bylaws this 21st day of October, 2000.
Dan W. Schultz, founder
N. Terri Schultz, founder

ARTICLES OF ASSOCIATION
of The Old Dam Community Band, a Non-profit Organization
(As amended October 21, 2000 )

Founders Dan W. Schultz and N. Terri Schultz and other members of The Old Dam Community Band adopt the following Articles of Association:

ARTICLE 1 - Name.
The name of this non-profit arts organization is The Old Dam Community Band, hereinafter called the "The Band."

ARTICLE 2 - Duration.
The band shall exist perpetually, or until dissolved pursuant to law and other circumstances.

ARTICLE 3 - Purpose.
The band shall be operated to provide continuing music education, opportunities for musical expression, and enjoyment for The Band members and community audiences. This organization is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, 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. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles, the organization shall not carry on any other 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, or corresponding section of any future Federal tax code or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future Federal tax code.

ARTICLE 4 - Bylaws.
Provisions for the regulation of the affairs of The band shall be set forth in the bylaws, provided that the bylaws will be consistent with provisions in these Articles of Association and other regulations as necessary for operation as a non-profit organization in the State of Indiana .

ARTICLE 5 - Dissolution.
Upon the dissolution of The Band, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE 6 - Office and Agent.
The address of the office of The Band is 5211 Highway 261, Newburgh , Indiana 47630 .

ARTICLE 7 - Board of Directors.
The affairs of The Band shall be managed by a Board of Directors elected by The Band. The board will consist of at least five elected representatives from The Band's membership.

ARTICLE 8 - Powers.
Subject to these Articles and the Bylaws, The Band and/or its elected officials may exercise the following powers and privileges as appropriate and expedient: a. Do any and all that The Band is authorized or required to do under its documents of organization, which may, from time to time, be amended; and b. Purchase, acquire, own, hold, lease, rent, sell, and dispose of pertinent materials and property for the operation of The band; and c. Do any and all things a non-profit corporation may now or hereafter do within the laws of Indiana .

ARTICLE 9 - Membership.
Persons who have participated in rehearsals or concerts shall be considered members of The Band. Membership is open to all brass, woodwind, and percussion players, junior high/middle school age or older. An exception would be made for any music student who is accompanied by their parent/guardian.

ARTICLE 10 - Voting Rights.
All members of The Band shall have voting rights.

ARTICLE 11 - Assessments.
Members shall not individually or personally be liable for the debts or obligations of The Band, nor may individual members incur debts or obligations for The band without the consent of the Board of Directors.

ARTICLE 12 - Indemnification of Directors and Officers.
The Band indemnifies any director or board member, present and past, against liability and expenses actually and necessarily incurred by such person in connection with the defense of any action, suit, or proceeding in which such person is made a party by reason of being or having been such director or officer or member of the board, except in relation to matters in which such person shall be adjudged in such action, suit, or proceeding to be liable for misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which such director or officer or member may be entitled, under any bylaw, agreement, vote of board of directors or members, or otherwise.

ARTICLE 13 - Rules and Regulations
The Board of Directors may adopt, amend, repeal, and enforce reasonable rules and regulations governing The Band to the extent such rules and regulations are not inconsistent with the provisions of the Articles of Association and the Bylaws. Any and all proposed changes must be available for review for a period of at least six months prior to conducting a vote.

ARTICLE 14 - Amendments.
Except as otherwise provided by law or by the Bylaws, these Articles of Association may be amended in accordance with Indiana law upon the affirmative vote of at least 50% of those eligible and voting members in attendance at a meeting called for that purpose, provided, however, that all amendments shall be consistent with the governing documents.

ARTICLE 15 - Logo.
The Old Dam Community Band logo shall appear on all official documents, letterhead, and communications applicable to the operation and promotion of the business of The Band. All other uses of the logo must be approved by the Board of Directors.

ARTICLE 16 - Rehearsal.
The designated time and place of rehearsal for The Band is every Tuesday evening from 7pm to 9pm at the Old Lock & Dam Building in Newburgh , Indiana . This time and place is for the purpose of the rehearsal of music and preparation for concerts and other public performances.

ARTICLE 17 - Performances.
Performances shall be scheduled only after approval by the Board of Directors. Band members, directors, or conductors may make suggestions for performances of The Band but all considerations must be approved by the Board of Directors. It is further suggested that any requests for performances should be submitted no less that 30 days prior to the event.

CERTIFICATION
We hereby certify that these Articles of Association are a correct and complete copy as approved by the membership on the 21st day of October, 2000. 2001 officers:
Dan Schultz, president
Ray Smith, vice president
Tina Wedding, secretary/treasurer
Larry May, board chairman
Jim Sermersheim, board member
Jon Patton, board member & conductor Tina Wedding, board member

updated 7/22/08