Bylaws of the IBA

The Iowa Bandmasters Association, Inc. (hereinafter called the “Corporation”) is organized exclusively -for charitable, educational, religious or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The Iowa Bandmasters Association, Inc. is a professional organization whose mission is to promote excellence in bands through professional development, mentorship, performance, and advocacy, and including for such purposes the distribution of funds only to organizations that qualify as exempt under section 501(c)(3) of the Internal Revenue Law.

No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and objectives set forth in the Articles of Incorporation. 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 any political campaign in behalf of any candidate for political office.

The Corporation shall not carry on any other activities not permitted to be carried on (a by a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 (or any subsequent corresponding provisions of future United States Internal Revenue law) or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).

Section 3.1. Classes. There shall be five classes of memberships: active, associate
retired, student, and honorary. Only Active, Retired, and Honorary Members will be voting members of the Corporation. Any other classification may be adopted by a majority vote of the membership present at one of the Corporation’s biannual business meetings. Membership fees for active, associate, retired, and student members are determined by a majority vote of the membership present at one of the Corporation’s biannual business meetings. Members shall pay the membership fee as prescribed by the Corporation’s Board of Directors.

Section 3.2. Active Members. Active members shall be voting members who are persons engaged in directing bands or teaching instrumental music. They shall be voting members of the Corporation.

Section 3.3. Associate Members. Associate members shall be those persons or firms interested in instrumental music. They shall not be entitled to vote.

Section 3.4. Retired Members. Retired members shall be any band director or teacher of instrumental music who has retired from active teaching or conducting. They shall be voting members of the Corporation.

Section 3.5. Student Members. Student members shall be any person enrolled in a university or college in an instrumental music curriculum pursuant to the teaching of instrumental music. They shall not be entitled to vote.

Section 3.6. Honorary Members. Honorary life memberships shall be granted by the Board of Directors to those select persons who have rendered distinguished and exceptional service to the profession. They shall be voting members of the Corporation.

Section 3.7. Application for Membership. All applications for membership must be made to the Corporation’s Secretary.

Section 3.8. Regular Biannual Meetings. There shall be two regular meetings of the membership of the Corporation each year. An annual meeting of the membership shall occur during the annual conference held pursuant to Article XII of these Bylaws. A second meeting of the membership shall occur during during the All-State Music Festival. These meetings shall be held without formal notice other than this provision of the Bylaws.

Section 3.9. Special Meetings. Special meetings of the membership may be called by, or at the request of, the President or a majority of the Board of Directors of the Corporation. The person or persons authorized to call special meetings may set any place and time for such special meetings.

Section 3.10. Quorum. Twelve (12) voting members, as described in Article III, which must include a simple majority of the Board of Directors, shall constitute a quorum for the transaction of business at any meeting of the membership.

Section 5.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have sole authority to establish methods of contributions, accept or reject contributions, or to provide for any other restrictions, qualifications or levels relating to contributions which it, in its sole discretion, deems necessary, subject to applicable legal requirements. All action by the Board of Directors shall be aimed at not jeopardizing the federal income tax exemption of the Corporation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Section 5.2. Number, Tenure and Qualifications. The number of directors of the Corporation initially shall be six (6). The officers of the Corporation who shall serve as the directors of the Corporation during their terms of office shall be a President, a President-Elect, a Secretary, a Treasurer, the Immediate Past President, and the Director of Communications.

Section 5.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately before and/or after, and at the same place as, the biannual meetings of members. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Iowa, for the holding of additional regular meetings without other notice than such resolution.

Section 5.4. 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. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Iowa, as the place for holding any special meeting of the Board of Directors called by them.

Section 5.5. Notice. Notice of any special meeting shall be given at least ten (10) days previously thereto by written or oral notice delivered personally, by mail, by email, or by telephone to each director at his or her personal or business address. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Such notice by email shall be deemed delivered on the date stamped by the email service provider of the sender. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when 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. Except as otherwise provided in these Bylaws, 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 5.6. Quorum. A simple majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting without further notice.

Section 5.7. Vacancies. Any vacancy occurring in the Board of Directors may be filled by election by a majority of the then sitting directors of the Corporation. A director so appointed will serve until such time as the annual election procedure of the Corporation’s officers can take place.

Section 5.8. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 5.9. Informal Action by Directors. Any action required to be taken at a meeting of the directors, or any other action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. For purposes hereof, facsimile signatures shall be adequate to show consent.

Section 5.10. Resignation. Any director may at any time resign by serving written notice thereof on the remaining directors.

Section 5.11. Compensation. Directors shall serve without compensation, except reasonable expenses may be paid. However, to the extent deemed necessary by the Corporation, the Corporation may retain the services of a director other than in his or her capacity as a director and the director may be compensated for services so rendered as the Board of Directors may from time to time deem appropriate.

Section 7.1. Indemnification. Except for any prohibition against indemnification specifically set forth in these Bylaws or in Chapter 504A, Code of Iowa, at the time indemnification is sought by any member, director, officer, employee, volunteer or agent of the Corporation, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a member, director, officer, employee, volunteer or agent of the Corporation, or is or was serving at the request of the Corporation as a member, director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise (such serving as a member, director, officer, employee or agent of the Corporation or at the request of the Corporation referred to herein as “serving on behalf of or at the Corporation’s request”), against expenses (including attorneys’ fees), judgments fines and amounts paid in settlement actually and reasonable incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. *

Section 7.2. Indemnification: Further Provisions. If a member, director, officer, employee, volunteer or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. Any other indemnification (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that the indemnification of such person is proper because he or she has met the applicable standard of conduct set forth in Section 1; such determination shall be made:

• By the Board of Directors by a majority vote of a quorum consisting of directors not parties to such action, suit or proceedings, or:
• In a written opinion by special independent counsel selected by the Board of Directors by a majority vote of a quorum consisting of directors not parties to such action, suit or proceedings, or.
• If the requisite quorum of the full Board of Directors cannot be obtained through disinterested directors, in a written opinion by special independent legal counsel selected by a majority vote of the full Board of Directors in which directors who are parties may participate. Expenses incurred by defending a civil or criminal action, suit or proceedings as authorized in the manner provided in this Section 2 upon receipt of an undertaking by or on behalf of such person that such person believes I good faith that he or she has met the applicable standard of conduct set forth in Section I and that such person will repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified as authorized herein. The indemnification and advancement of expenses provided herein shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses provided herein shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitle under any provision in the Articles of Incorporation or bylaws, any agreement, any vote of members of disinterested directors, or otherwise, both as to actions in the person’s official capacity entitling the person to indemnification and advancement of expenses under these provisions and as to actions in other capacities concurrently held by those seeking indemnification or advancement of expenses. However, no person shall be provided indemnification by any provision of the Articles of Incorporation or Bylaws, by any agreement, or otherwise, for any reach of a duty of loyalty to the Corporation or its members, for any act or omission not in good faith or which involves intentional misconduct or knowing violation of the law, or for any transaction from which the person derives an improper persona benefit. The indemnification provided herein shall continue as to a person who has ceased to be a member director, officer, employee, volunteer or agent and shall inure to the benefit of the heirs, executors, personal representatives and administrators of such a person. The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was serving on behalf of or at the Corporation’s request against any liability asserted against him and incurred by him in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions hereof.

Section 9.1. Appointment. The Corporation shall have standing and special committees as the president may appoint from time to time. Each committee shall have a chairperson, who shall be appointed annually by the President. Chairpersons of the standing committee shall be selected by the President from the membership of the committee.

Section 9.2. Annual Reports. Each committee chairperson shall make a written report to the biannual membership meetings, to the Advisory Board summer planning meeting, and to the Board of Directors at its request.

Section 9.3. Standing Committees. The following standing committees shall function annually: Major Landers Scholarship, Public Relations, Elementary Band Affairs, Junior High/Middle School Band Affairs, Concert Band Affairs, Marching Band Affairs, Jazz Affairs, College Affairs, Student Affairs, IBARD Affairs, Technology, Advocacy, Mentorship, and Research and Development. These committees will be set in staggered terms on a rotating basis. Each IBA district will have a member on each committee appointed by the District President for a three year term. Each committee member may serve a maximum of two consecutive, three year terms. Each committee shall have a chairperson who shall be selected from the committee’s membership and appointed annually by the President.

Section 9.4. Special Committees. The President may annually appoint special committees as he or she deems appropriate.

Section 9.5. New Standing Committees. The Board of Directors, with input from the Advisory Board, may establish new standing committees as deemed appropriate.

Section 11.1. Division of Districts. For the purpose of administration, promotion of membership, and service to the membership, the state shall be divided into six districts. These districts shall-be as follows:

• NORTH CENTRAL: Butler, Calhoun, Cerro Gordo, Emmet, Floyd, Franklin, Grundy, Hamilton, Hancock, Hardin, Humboldt, Kossuth, Mitchell, Palo Alto, Pocahontas, Webster, Winnebago, Wright and Worth counties.
• NORTHEAST: Allamakee, Benton, Black Hawk, Bremer, Buchanan, Chickasaw, Clayton, Clinton, Delaware, Dubuque, Fayette, Howard, Jackson, Jones, Linn, Tama, and Winneshiek counties.
• NORTHWEST: Buena Vista, Carroll, Cherokee, Clay, Crawford, Dickinson, Ida, Lyon, Monona, O’Brien, Osceola, Plymouth, Sac, Sioux, and Woodbury counties.
• SOUTH CENTRAL: Appanoose, Boone, Clark, Dallas, Decatur, Greene, Jasper, Lucas, Madison, Marion, Marshall, Monroe, Polk, Story, Warren, and Wayne counties.
• SOUTHEAST: Cedar, Davis, Des Moines, Henry, Iowa, Jefferson, Johnson, Keokuk, Lee, Louisa, Mahaska, Muscatine, Poweshiek, Scott, Van Buren, Wapello, and Washington counties.
• SOUTHWEST: Adair, Adams, Audubon, Cass, Fremont, Guthrie, Harrison, Mills, Montgomery, Page, Pottawattamie, Ringgold, Shelby, Taylor, and Union counties.

Section 11.2. District President Election. Each district may set up its own election procedure to elect a District President-Elect, who shall serve as President of the district. Should a district fall to fill this position it shall be the duty of the President of the Iowa Bandmasters Association to appoint a district president.

Section 11.3. Participation in District Activities. Only students whose director or teacher is a paid up member in good standing of the Corporation may participate in activities sponsored by the above defined Corporation districts.

The fiscal year of the Corporation shall begin on the first day of July in each year and end on the last day of June in the following year.

These Bylaws may be amended at any annual meeting of the membership by a vote of two-thirds (2/3) of the members present. An amendment must be presented in writing before a vote may be taken.

The rules contained in the current edition of Robert’s Rules of Order shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the Corporation may adopt.