Article I. Name and Purpose
- The organization shall be known as the Friends of the Million Dollar Band of The University of Alabama College of Arts and Sciences and shall be commonly known by the title Friends of the Million Dollar Band.
- The objectives of the Friends of the Million Dollar Band (“Board”) are to actively assist, support and promote The University of Alabama Million Dollar Band (MDB) and The University of Alabama. The goals, purposes, and objectives of the Board shall include, without limitation, the following:
- To provide advice to the Dean on such matters as needs of the Million Dollar Band.
- To increase personal contact between Board members and MDB students.
- To assist the College in securing financial resources for the support of the MDB.
- To develop greater involvement of MDB Director and staff with Board members and the community.
- To assist in the recruitment of students to the MDB.
- To function as an advocacy group for the University, the College and the MDB.
- To coordinate, market and implement the annual Alumni Band weekend.
Article II. Office and Term
- The address of the Board is Box 870366, Tuscaloosa, Alabama, 35487, and the designated representative at such address is the Director of the School of Music.
- The term of existence of the Board shall be in perpetuity, unless merged with another entity or dissolved as provided for in these bylaws.
Article III. Membership
- The Friends of the Million Dollar Band will consist of a minimum of 20 members as determined by the membership. Members of the board will serve an indefinite period of time. Those individuals who agree to support the objectives of the Board, meet the financial commitment, actively participate in Board activities, and who otherwise meet the membership criteria specified in these Bylaws shall be eligible for membership. The Membership Committee shall approve persons for membership in the Board each quarter.
- Types of Membership
The Board will consist of General Members, Emeritus Members, and Ex-Officio Members.
- General Member– A General Member is an active or retired community leader who meets the annual financial commitment to the Board. There shall be not less than 20 General Members. A General Member is a voting member and is entitled to all rights and privileges without limitation.
- Emeritus Member– Emeritus membership status may be bestowed on those former Board members who, by their interest, service, and support, have demonstrated continuing dedication over a number of years to the College. Any member of the Board may recommend former Board members to the Membership Committee for Emeritus Membership status. After reviewing the recommendations, the Membership Committee shall submit its recommendations to the Board for approval by majority vote. Emeritus Members shall be non-voting members.
- Ex-Officio Member– The following individuals in the College shall be ex-officio, non-voting members of the Board: Dean, Associate Deans, Assistant Deans, the Director of the School of Music, the Director of the Million Dollar Band, the Director of Development and/or others as designated by the Dean.
3. The Dean of the College shall appoint not less than three nor more than six members of the College’s performing arts teaching faculty to serve as non-voting representatives to the Board. These faculty appointees to the Board shall serve a term of three years and may be reappointed for subsequent terms by the Dean. These representatives shall work to build and foster a relationship between the Board and the College’s faculty and to serve as a resource for Board members regarding academic issues. The Dean shall also appoint one current student member of the marching band.
- Upon closing of the Million Dollar Band Association, the MDBA will provide a list of their Lifetime Members to The University. These Lifetime Members will be considered members of the Friends of the Million Dollar Band for a minimum of five years. The Friends of the Million Dollar Band will revisit Lifetime Members at the end of the five years.
Article IV. Contributions
- The Finance Committee shall recommend to the Board for approval the amount of the non-refundable contribution that General Members shall contribute annually to the Million Dollar Band Association, Inc., Endowed Scholarship fund.
- General Member contributions shall be due October 1 and payable between October 1 and September 30 of each fiscal year, to coincide with the fiscal year of the University.
- During the first year of operation, Board dues shall be $100 for General Members. All annual General Member contributions collected shall be entered upon the books of the Friends of the Million Dollar Band Fund for general use and are not refundable. The Friends of the Million Dollar Band encourages its members to support The University of Alabama in any and all ways that fit the member’s charitable wishes. However, for those members who join after December 31, 2014, contributions made by General Members to other areas and programs of the University or its affiliated foundations and associations will not be credited against the General Member’s annual contribution to the Board.
Article V. Meetings
- Regular- The Board shall normally hold a regular meeting each academic semester, but not less than once annually, on dates selected by the Board President. Regular meetings shall be called with a minimum of two weeks notice in the manner provided by these bylaws. Meetings of the Board may be held at such place within the State of Alabama as the Board may determine. The Board’s annual meeting shall occur during the spring semester.
- Special- A special meeting of the membership may be called by the Board President. Special meetings shall be called with a minimum of two weeks notice in the manner provided for by these bylaws.
- Executive Committee- The Executive Committee shall meet from time to time as it deems necessary upon the call of the President, by personal, oral, telephonic, facsimile, or written notice, duly served upon each member of the Executive Committee not less than two (2) days before such meeting. Attendance of a member at a meeting of the Executive Committee shall constitute a waiver of notice of such meeting, except when a member of the Executive Committee attends a meeting for the express purpose of objecting to the transaction of any business at that meeting because the meeting is not lawfully called or convened.
- Voting- Each General Member shall be entitled to one vote at all Board meetings at which they are present, except as otherwise provided by these bylaws. All matters coming before the Board or Executive Committee shall be decided by a majority vote of the voting members present, unless otherwise provided for in these bylaws. General Members may not cast votes at Board meetings by proxy.
- Absentee Voting By Executive Committee- Any action which may be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all members of the Executive Committee entitled to vote with respect to the subject matter thereof; such consent shall have the same force and effect as a unanimous vote and will be recorded with the minutes of the Board as though such action were taken, conducted, and performed at a meeting of the Executive Committee.
- Quorum- A quorum for the transaction of business shall consist of 25 General Members of the Board.
- Notice of Regular and Special Meetings- Notice of regular or special meetings of the Board shall be given by written notice to the members of the Board not less than fourteen (14) days prior to the meeting date.
- Conduct of Meetings- Meetings of the Board shall be conducted in accordance with Robert’s Rules of Order.
Article VI. Fiscal Year
The fiscal year of the Board shall begin on the 1st day of October and end on the 30th day of September of the succeeding year.
Article VII. Elections
- The general election of officers shall be conducted by the General Members at the annual meeting of the Board. Officers shall serve two-year terms and may be elected to serve successive terms. A General Member may not hold more than one elected office.
- All Board officer nominees must be General Members and must be in good standing with the Board.
Article VIII. Officers
- The elected officers of the Board shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the voting membership of the Board. Officers shall hold office for a two-year term commencing at the conclusion of the Spring meeting of their election.
- The Board President person may recommend to the Board for approval the appointment of such other officers or representatives as may be appropriate for the transaction of the Board’s activities. Each such appointee shall have such authority, shall perform such duties, and shall hold office for such term as may be prescribed by the Board in the appointing resolution.
- Vacancies in the elected officer positions may be filled by a majority vote of the Executive Committee and any person so elected shall hold office until that person’s successor is elected by the Board at the next general election.
- Any elected officer may be removed from office by a majority vote of the Board for any cause whatsoever.
Article IX. Governance
- The management and control of the affairs, activities, and business of the Board shall reside in the Board’s membership. The Board may, by resolution or other direction, delegate or authorize the Executive Committee to perform any specific or general duties, powers, or activities normally performed by the Board, including without limitation, the day-to-day activities and affairs of the Board.
Article X. Officer Duties
- President- The President shall be the chief executive officer of the Board and shall have general supervision of its affairs and shall carry out the policies established by the Executive Committee and Board. The President shall preside at all meetings of the Board and of the Executive Committee. The President shall act as the official Board spokesperson, appoint committees, and call meetings of the membership, the Executive Committee, and the Board’s Committees. The President is an ex-officio member of all standing and special committees.
- Vice President- The Vice President shall perform and discharge the duties of the President in the President’s absence. The Vice President shall have general responsibility for programs at regular Board meetings and shall also perform such other duties as the Board or President may prescribe. The Vice President shall also chair the Events Committee.
- Secretary- The Secretary shall give notice of all meetings, or cause same to be done, where notice may be required, shall keep a record of the proceedings of all Board and Executive Committee meetings, shall conduct correspondence, and shall perform the duties incidental to the office of the Secretary and as prescribed by the Board or President. The Secretary shall maintain an accurate record of the Board membership and shall provide every new member, upon acceptance, with a copy of the bylaws and any policies which the Board may have been adopted.
- Treasurer- The Treasurer shall be the principal financial officer of the Board and shall render an accurate account of the financial condition of the Board at the annual meeting of the membership. The Treasurer shall chair the Finance Committee. The Treasurer shall collect, or cause the same to be done, all contributions or other amounts owing to the Board and deposit same to The Capstone Foundation. The Treasurer shall discharge promptly all approved financial obligations of the Board. The Treasurer shall comply with all accounting standards and financial policies and guidelines adopted from time to time by The Capstone Foundation.
- The duties of all Board officers shall be supported in a functional manner by School of Music staff and/or by some other member of the Dean of the College’s staff as designated by the Dean.
Article XI. Committees
- The Board or the Executive Committee, by resolution, may create such special or standing committees as it deems advisable. When feasible, a member of the Dean’s staff shall be assigned to each committee as a non-voting member.
- Executive Committee– The Executive Committee shall serve as an advisory group to the President of the Board. The Executive Committee’s duties will include, among others, recommending to the President appropriate programs and activities in support of the MDB and serving as an advisory group for the President in the appointment of committees and other assignments. By resolution or other direction of the Board, the Executive Committee may perform any specific or general duties, powers, or activities normally performed by the Board, including without limitation, the day-to-day activities and affairs of the Board. The Executive Committee voting members shall be: the Board President, the Vice-President, the Secretary, the Treasurer, and the chairpersons of standing committees. The Dean of the College, the Immediate Past President, the Director of Development, the Director of the School of Music and the Director of the Million Dollar Band shall serve as non-voting, ex-officio members of the Executive Committee.
- Finance Committee– The Finance Committee shall be a standing committee and shall coordinate all financial functions of the Board. These activities shall include, among others, the following: (1) working with the appropriate person in the School of Music in the preparation of financial reports of the Board; (2) developing financial objectives for the Board in support of the programs of the MDB; (3) recommending the amount of the annual contribution for General Members; and (4) working with the Dean of the College and the President of the Board in developing additional support for the MDB from individuals and companies. The Treasurer shall chair the Finance Committee. Membership of the Finance Committee shall consist of the chairperson and a minimum of seven Board members. The President of the Board, the Dean of the College, and the Directors of the School of Music and the Million Dollar Band shall serve as non-voting ex-officio members.
- Membership Committee– The Membership Committee shall be a standing committee and shall be responsible for developing a slate of candidates for membership on the Board. The Membership Committee’s duties shall include, among others: (1) identifying outstanding leaders who are willing to contribute their time and resources toward the advancement of the College’s and Band’s objectives. Membership of the Membership Committee shall consist of a chairperson and a minimum of seven Board members. The Dean of the College and the Directors of the School of Music and the Million Dollar Band shall serve as non-voting ex-officio members.
- Nominating Committee– The Nominating Committee shall be a standing committee and shall be responsible for presenting the slate of nominees for elected officers of the Board and for committee chairpersons at the annual meeting. The chairperson of the Nominating Committee shall be the Immediate Past President of the Board and a minimum of three other members selected by the Committee Chair. The President of the Board, the Dean of the College, and the Directors of the School of Music and the Million Dollar Band shall serve as non-voting ex-officio members.
- Events Committee– The Events Committee shall be a standing committee and shall be responsible for planning and implementation of all events sponsored by the Friends, including specifically all social events surrounding alumni band festivities, membership reception and annual meeting. The Vice President shall serve as Chair of the Events Committee and shall appoint subcommittee chairpersons as needed for each event. The President of the Board, the Dean of the College, and the Directors of the School of Music and the Million Dollar Band shall serve as non-voting ex-officio members.
- Board members may choose the committee or committees on which they would like to serve. The Board President may ask members to rotate onto a different committee after three years.
Article XII. Finances
- At each annual meeting the Executive Committee shall submit to the Board for approval the recommendation of the Finance Committee for the amount of the annual contribution for General Members for the next fiscal year.
- Board members shall be responsible for the expenses that they incur while performing Board activities, including travel and out of pocket expenses. Expenses incurred by the Board to conduct its meetings shall be paid from the Friends of the Million Dollar Band Fund.
- A fund shall be established within The Capstone Foundation known as the “Friends of the Million Dollar Band Fund” into which all unrestricted contributions made by individuals, corporations, or foundations to The Capstone Foundation for the support and benefit of the MDB are deposited. The Fund shall support the MDB’s endowed scholarship and instructional activities as well as such other Band purposes deemed appropriate by the Dean of the College.
Article XIII. Amendments
- The bylaws of the Board may be amended or repealed by two-thirds (2/3) of the members present and voting at a regular or special meeting of the Board, provided that notice of the proposed amendment or repeal is given not less than fourteen (1) days prior to the date of the regular or special meeting at which the matter shall be considered.
Article XIV. Merger and Termination
- The Board, by resolution adopted by a two-thirds (2/3) vote of the voting membership, may approve the merger of the Board into another organization or group. Upon the completion of such merger, the Board shall cease to exist and any and all Board member contributions to the Friends of the Million Dollar Band Fund or any fund established by the Board at the time of the merger shall be transferred to the entity into which the Board is merged.
- The Board, by resolution adopted by a two-thirds (2/3) vote of the voting membership, may elect to dissolve the Board. Upon the effective date of dissolution, any and all Board member contributions remaining in the Million Dollar Band Fund or any other fund established by the Board shall be transferred to the College for such uses as the Dean of the College deems appropriate.
- Notwithstanding the foregoing, if the Board shall become inactive for more than twenty-four (24) consecutive months since its last annual meeting and shall have less than twenty (20) voting members, then with the concurrence of the Dean of the College and upon the majority vote of at least three persons who have served as President of the Board, the Board shall be dissolved and any Friends of the Million Dollar Band contributions remaining in the Million Dollar Band Fund or any other fund established by the Board shall be disposed of in the manner specified in the foregoing subparagraph 2.