The principal office of the Foundation shall be located in Glenview, Illinois. The Foundation may not have such other offices, either within or without the State of Illinois, as the affairs of the Foundation may require, or the Directors shall determine, from time to time.
The members of this Foundation shall be the “Director of Bands” at each of the “Big Ten” Schools, being, in alphabetical order, The University of Illinois, Indiana University, the University of Iowa, the University of Michigan, Michigan State University, the University of Minnesota, Northwestern University, Ohio State University, Purdue University, and the University of Wisconsin. The incorporators shall constitute the initial Board of Directors. The term of membership for each member shall [be] one (1) year and shall be automatically renewed on an annual basis unless sooner terminated by death, resignation or action by the Board of Directors. All membership shall be non-transferrable and non-assignable, but any member may at any time resign his membership by delivering a letter of resignation to the Secretary of this Foundation who will then strike such resigning member’s name from the Register of Members. A member may be expelled and his membership terminated by the affirmative vote of a majority in number of the whole Board of Directors at any regular or special meeting of the Board of Directors.
Section 1. Annual Meetings
The annual meeting of the members of the Foundation commencing with the year 1990 shall be held on the third Monday in December in each year if not a legal holiday, and if a legal holiday, then on the next regular business day following, at 2:00 o’clock P.M., for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting.
Section 2. Special Meetings
Special meetings of the members of the Foundation may be held at any time upon notice signed by the President or Secretary of the Foundation or by a majority of the members of the Foundation.
Section 3. Place of Meetings
The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting. A waiver of notice signed by all members may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at 1437 Hollywood Avenue, Glenview, Illinois 60025, which is the registered office of the Foundation in the State of Illinois.
Section 4. Notice of Meetings
Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than forty (40) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the members calling the meeting, to all of the members of the Foundation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, and addressed to the member at his address as it appears on the Register of Members kept by the Secretary of the Foundation.
Section 5. Register of Members
The Secretary of the Foundation shall keep and maintain a current Register of Members containing the name, address, date of commencement of membership and date of expiration of membership for each member of the Foundation. Such Register shall be prima facie evidence as to who are the members at any given time entitled to vote at any meeting of members.
Section 6. Quorum
A majority of the members of the Foundation represented in person or by proxy shall constitute a quorum for the transaction of business at any annual or special meeting of members.
Section 7. Voting
Each member of this Foundation shall at every meeting of the members be entitled to one vote in person or by proxy upon each subject properly submitted to vote.
Section 8. Informal Action
Any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the [members], may be taken without a meeting if a consent in writing, setting forth the action so taken, shall by signed by all members of the Foundation with respect to the subject matter thereof.
Section 1. Number, Term of Office and Vacancies
The Board of Directors shall consist of the officers of the Foundation. The property, funds and affairs of the Foundation shall be managed and controlled by a Board of Directors consisting of three (3) individuals who are members. The Directors shall be elected at the annual meeting of the members of the Foundation and shall serve for a term of one (1) year or until their successors are duly elected and qualified. If the office of any Director becomes vacant by reason of death, resignation, expulsion, disqualification or inability to act, the remaining Directors may elect a successor who shall hold office for the unexpired term and until his successor shall have been elected and shall have qualified.
Section 2. Powers
The Board of Directors shall have the power and authority to receive gifts, legacies, and donations on behalf of the Foundation and to make gifts and donations on behalf of the Foundation and to make gifts and donations of capital as well as of income in pursuance of the objects and purposes of the Foundation. In addition, the Board of Directors shall have the right, power and authority to exercise all the powers and to do all the acts and things which may be exercised or done by the Foundation, but subject, nevertheless, to the statutes of the State of Illinois, to the provisions of the Articles of Incorporation, and to the By-Laws of the Foundation.
Section 3. Regular Meetings
The Board of Directors shall meet each year immediately after the adjournment of the meeting of the members of the Foundation for the purpose of electing the officers of the Foundation for the purpose of electing the officers of the Foundation for the respective ensuing terms of office and to transact any corporate business which may properly come before the meeting. No notice of such meeting shall be necessary. Other regular meetings of the Board of Directors shall be held from time to time as the Board of Directors may by resolution determine.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Directors.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or mailed to each Director, or by telegram. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 6. Place of Meetings
All meetings of the Board of Directors shall be held at the registered office of the Foundation except that the Board of Directors may, as it may from time to time by resolution determine, hold its meetings, regular or special, at any place within or without the State of Illinois, and may at such meetings transact any and all business.
Section 7. Quorum
A majority of the Directors shall be necessary to constitute a quorum for the transaction of business at any meeting.
Section 8. Informal Action
Except as in this Section provided, the Board of Directors shall act and shall have the capacity to act only as a Board. Nevertheless, any action taken pursuant to a prior authorization or confirmed and approved by subsequent ratification in writing, whether of record in the corporate record book or otherwise, signed by all of the Directors, shall have and shall be deemed to have the same force and effect as if such action shall have been taken in or pursuant to a resolution adopted in a regularly called or constituted meeting of the Board of Directors.
Section 1. Number
The officers of the Foundation shall be a President, a Vice President, and a Secretary/Treasurer, and such other officers as may be elected or appointed by the Board of Directors. Any two (2) or more offices may be held by the same persons except the offices of President and Secretary.
Section 2. Election and Term of Office
The officers of the Foundation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Foundation will be served thereby.
Section 4. President
The President shall be selected by and from the membership of the Board of Directors. He shall be the chief executive officer of the Foundation. He shall preside over all meetings of the Board and of the members. He shall preside over all meetings of the Board and of the members. He shall have general and active management of the business and affairs of the Foundation, and he shall see that all orders and resolutions of the Board are carried into effect. He shall have the powers and authority to make gifts and donations of capital as well as income of the Foundation in pursuance of the objects and pursuance of the objects and purposes of the Foundation. In general, he shall have all powers and shall perform all duties incident to the office of President and such other powers and duties as may be vested or prescribed by the Board of Directors from time to time.
Section 5. Vice President
At least one (1) Vice President shall be chosen from the membership of the Board of Directors. Such Vice-President (or in the event there be more than one (1) Vice President, the Vice-Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties and exercise the powers of the President during the absence, disability, or refusal to act of the President.
Section 6. Treasurer
The Treasurer shall have custody of all Foundation funds and securities and shall keep in books belonging to the Foundation full and accurate accounts of all receipts and disbursements; he shall deposit all funds, securities and other valuable effects in the name of the Foundation in such depositaries as may be designated for that purpose by the Board of Directors. He shall disburse the funds of the Foundation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meetings of the Board, and whenever requested by them, an account of all his transactions as Treasurer and of the financial condition of the Foundation.
Section 7. Secretary
The Secretary shall: (a) keep the minutes of the meetings of the members and of the Board of Directors in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the Foundation and see that the seal of the Foundation is affixed to all documents, the execution of which on behalf of the Foundation under its seal is duly authorized in accordance with the provisions of these By-Laws; (d) keep a register of the members of the Foundation as provided in Article III, Section 5, herein; (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 8. Assistant Treasurers and Assistant Secretaries
The Assistant Treasurers and [Secretaries], in general, shall perform such duties as shall be assigned to them by the Treasurer or Secretary, respectively, or by the President or the Board of Directors.
Each Director and officer of the Foundation shall be indemnified by the Foundation against expenses (excluding, however, any amount paid in settlement) reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his having been a Director or officer of the Foundation (whether or not he continues to be a Director or officer at the time of incurring such expenses), except in relation to matters as to which he shall be adjudged in such action, suit or proceeding, or by the Board of Directors of the Foundation, to have been derelict in the performance of his duty as such Director or officer. The foregoing right of indemnification shall not be exclusive to other rights to which he may be entitled as a matter of law, and shall be in addition to such compensation for services rendered and reimbursement for expenses incurred (including any amount paid in settlement of any action), as shall be determined from time to time by the Board of Directors.
The Board of Directors shall provide a seal for the Foundation which shall be in the form of a circle and shall have inscribed thereon the name of the Foundation and the words “Corporate Seal, Illinois”.
The fiscal year of the Foundation shall begin on the first day of January in each year and shall end on the last day of December in each year.
Whenever any notice whatever is required to be given under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the statutes of the State of Illinois, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Financial participation will be at the option of each Director of Bands at each of the Big Ten Universities, but only those Universities who contribute such financial support will be entitled to participate in this Foundation’s activities.
Any agreements with respect to the commissioning of musical compositions by this Foundation shall provide that the composer will control its publication and the right to receive royalties, but this Foundation shall have first performance rights and the right to control all performances for the first year, and a statement will appear thereon acknowledging that the composition was commissioned by this Foundation.
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by any meeting of the Board of Directors of the Foundation by a majority vote of the Directors at the meeting.