Shorewood Band Parents Association
Articles of Association
Article I – Name
This organization shall be known as the Shorewood Band Parents Association (SBPA).
Article II – Purpose
The purpose of the organization is charitable and educational:
a. to enrich the students’ experience in the Shorewood School District Band program by promoting parental and student involvement
b. to provide financial assistance to the band program (e.g., major instrument purchases) and individual students participating in music education programs.
Article III – Membership
Every parent or guardian of a student participating in the Shorewood School District Band program is a member. All members of the SBPA shall have voting rights.
Article IV – Contact Information
The address of the SBPA is:
Shorewood Band Parents Association
P.O. Box 11845
Shorewood, WI 53211-1845
Article V – Bylaws
Provisions for the regulation of the affairs of the SBPA 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 nonprofit organization in the State of Wisconsin.
Article VI – Dissolution
Upon dissolution of the organization, 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 public purpose. It will be recommended by the SBPA that all assets shall be distributed to the Shorewood School District to be used to further music education in the school district. Any such assets not 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 VII - Board of Directors
a. Composition: The Board of Directors shall be composed of the officers of the organization (President, President-elect, Secretary, and Treasurer), the Band Directors, and between two and five members-at-large.
b. Compensation: The Directors are not compensated and serve entirely voluntarily.
Article VIII – Adopting and Amending the Articles of Association
a. Ratification: The Articles of Association shall be considered in force after receiving a two-thirds majority of the votes of the members in attendance at a general membership meeting.
b. Amendment: The Articles of Association may be amended at any general membership meeting by a two-thirds majority vote of those present, following prior notice of the proposed change(s) by a general mailing to all known members.
Adopted April 13, 2005; amended August 24, 2005
(signed) Carolyn Haack, President Susan Poole, Treasurer
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Shorewood Band Parents Association Bylaws
Article I – Name
This organization shall be known as the Shorewood Band Parents Association (SBPA). The address is:
Shorewood Band Parents Association
P.O. Box 11845
Shorewood, WI 53211-1845
Article II – Purpose
The purpose of the organization is charitable and educational:
a. to enrich the students’ experience in the Shorewood School District Band program by promoting parental and student involvement and
b. to provide financial assistance to the band program (e.g., major instrument purchases) and individual students participating in music education programs.
Article III – Membership
Every parent or guardian of a student participating in the Shorewood School District Band program is a member. All members of the SBPA shall have voting rights.
Article IV - Meetings
1. At least one general membership meeting shall be held each semester.
2. Special meetings may be called by the President as needed.
3. Each member of the SBPA present at the meeting shall have one vote.
Article V – Board of Directors
1. Composition: The Board of Directors shall be composed of the officers of the organization (President, President-elect, Secretary, and Treasurer), the Band Directors, and between two and five members-at-large.
2. Term: An officer or Director shall serve for one year; an officer or Director may be nominated for sequential terms.
3. Nomination & Election: The Nominating Committee, chaired by the President-elect, shall present a full slate of nominees for the following year to a general membership meeting prior to the end of the school year.
a. The Board membership should represent each of the Shorewood schools.
b. The Board nominees shall be elected at a general meeting of the membership by a majority vote of members present.
c. Newly-elected Board members shall assume their duties on June 1.
d. The Board shall fill vacancies if they should occur during the school year.
4. Meetings:
a. The Executive Board shall meet in person at least once each school semester and at such other times and places as needed
b. A quorum of the Executive Board for purposes of transacting business shall be a simple majority.
c. The Executive Board shall have the power to transact business between general membership meetings and to pay budgeted expenditures, and may conduct such additional business by telecommunications.
5. Budget and Financial Decisions:
a. The Executive Board shall present a budget at the first general membership meeting of each school year, which shall be approved by a simple majority of those present.
d. In the event of expenditure beyond the limit specified in the annual budget, the same shall be referred to the membership at a general membership meeting for approval by a majority of members present.
6. Committees: The Board may establish and appoint such committees as it deems necessary from time to time and fill vacancies as they occur.
Article VI - Officers
1. The President shall:
a. preside at all meetings.
b. appoint any special committees.
c. supervise and forward the work of the organization.
2. The President-elect shall:
a. assume the duties of the President in the absence of that officer.
b. aid the President wherever possible.
c. assume the office of the President upon the expiration of the President’s term of office.
3. The Secretary shall:
a. keep a record of all meetings
b. distribute a draft copy of minutes to Board members within one week after a meeting.
c. retain custody of all records of official business.
d. present minutes of the prior meeting for final approval at each Board and general membership meeting.
4. The Treasurer shall:
a. keep an accurate record of all monies received.
b. promptly deposit monies received.
c. pay all expenditures as budgeted or as authorized by the Board.
d. present a full financial report at each Board and general membership meeting.
5. Members-at-large shall:
a. represent the interests and concerns of the band parents at the grade level(s) of the schools they represent.
b. may understudy an officer role.
6. The Band Directors shall:
a. serve as voting members of the Board.
b. provide interpretation of Band Program needs.
c. assist as needed in communicating and coordinating with the Shorewood School District.
Article VII – Conflict of Interest
1. Purpose: The purpose of the conflict of interest policy is to protect the SPBA’s interest when it is contemplating entering into a transaction of arrangement that might benefit the private interest of an officer or director, or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
2. Definitions:
a. Interested person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial interest: A person has a financial interest if the person has, directly or indirectly, through business, investment or family,
i. An ownership or investment interest in any entity with which the SBPA has a transaction or arrangement
ii. A compensation arrangement with the SBPA or with any entity or individual with which the SBPA has a transaction or arrangement, or
iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the SBPA is negotiating a transaction or arrangement.
c. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article VII, Section 3B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
3. Procedures:
a. Duty to disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b. Determining whether a conflict of interest exists: after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for addressing the conflict of interest
i. An interested person may make a presentation at the governing board of committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
ii. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
iii. After exercising due diligence, the governing board or committee shall determine whether the SBPA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. if a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the SBPA’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the conflicts of interest policy
i. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
4. Records of proceedings: The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest I fact existed.
b. the names of the persons who were present for discussion and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
5. Compensation:
a. A voting member of the governing board who receives compensation, directly or indirectly, from the SBPA for services is precluded from voting on matters pertaining to that member’s compensation
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the SBPA for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the SBPA, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
6. Annual statements: Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. has received a copy of the conflicts of interest policy,
b. has read and understands the policy,
c. has agreed to comply with the policy, and
d. understands the SBPA is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
7. Periodic reviews: To ensure the SBPA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the SBPA’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.
8. Use of outside experts: When conducting the periodic reviews as provided for in Section 7, the SBPA may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article VIII - Dissolution
At such time as the Band Program in the Shorewood School District may be dissolved, or upon other appropriate circumstances, the Board may recommend to the membership that the SBPA be dissolved. The membership will vote on such recommendation at an announced general membership meeting, and the recommendation shall be ratified by a majority of those present. Asset distribution upon dissolution is directed in Article VI of the Articles of Association.
Article IX - Activities
Not withstanding any other provision of this document, the organization (SBPA) 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.
Adopted April 13, 2005, amended August 24, 2005
(signed) Carolyn Haack, President Susan Poole, Treasurer
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