The purpose of the Corporation is to support and enhance the orchestral music programs at Herndon High School, and the elementary and middle schools that feed Herndon High.

The Corporation is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. The Corporation will not engage in transactions or activities that would deprive it of tax-exempt status under the Internal Revenue Code.

Article III – Membership

There are two classes of membership: voting and non-voting.

1. Voting members of this Corporation consist of parents and guardians of students at Herndon High School who are enrolled in string or symphony orchestra classes.

2. Non-voting members of this Corporation consist of:

a. Teachers or conductors of orchestras at Herndon High School.

b. Parents and guardians of students at Herndon Middle School who are enrolled in string or symphony orchestra classes.

Once established, membership continues until the end of the Corporation’s fiscal year.

Article IV – Governance

The affairs of this Corporation are governed by an Executive Board consisting of officers and directors.

1. The officers consist of:

a. President who is the presiding officer of the Executive Board and is responsible to the membership for directing the affairs of the Corporation. The President convenes meetings of the Executive Board and the membership. The president meets regularly with the orchestra director and/or other school leadership

b. Vice-President who assists the President and directs the affairs of the Corporation during the President’s absence.

c. Secretary who records the affairs of the Corporation.

d. Treasurer who manages the finances of the Corporation.

Two persons may jointly perform the duties of an office (Co-officers) when necessary.

2. All officers are considered directors of the Corporation. The Executive Board may establish positions for additional directors to assist with the management of the Corporation. The additional directors may be at-large or responsible for overseeing specific activities.

3. All officers and directors must be voting members of the Corporation

4. Officers and directors are elected for a period of one year that runs concurrently with the fiscal year. Elections are held at the annual membership meeting prior to the end of the previous fiscal year. If elections cannot be held before terms expire, the officers’ terms are extended until the first membership meeting in the next fiscal year at which a quorum of voting members is present.

5. An officer or director may be removed from their office, with our without cause, by a two-thirds majority of voting members present at a membership meeting.

6. The President may fill Executive Board vacancies by appointing a voting member to serve as an acting officer or director until confirmed at the next meeting of the membership. The Vice President becomes President should that position become vacant.

7. The orchestra director at Herndon High School is an ex officio, non-voting member of the Executive Board.

8. A simple majority of officers and directors comprises a quorum for the Executive Board. If the Secretary is not present, the President will assign responsibility for recording any decisions to an Executive Board member who is present. Decisions require approval by a simple majority of Executive Board members present.

9. The President may invite committee chairs to attend certain meetings of the Executive Board. These are known as meetings of the “Full Board.”

Article V – Committees

The Executive Board may establish and dissolve standing or special committees to conduct the affairs of the Corporation. Committee chairs are appointed by the Executive Board for a term running until the end of the fiscal year or until the committee is dissolved, whichever occurs first. Committee chairs must be members of the Corporation.

Article VI – Membership Meetings

The President or Vice President will convene meetings of the membership.

1. There will be at least one membership meeting during each fiscal year.

2. The schedule for membership meetings will be published in the calendar on the Herndon High School Orchestra Web site.

3. Membership meeting may be held in conjunction with orchestra concerts or social events.

4. One membership meeting during each fiscal year will be designated as the annual meeting for the election of officers and directors. This meeting will usually be held in June.

5. At least ten voting members must be present during the meeting to comprise a quorum. Unless otherwise specified in these Bylaws, a simple majority of the voting members present determines the outcome of a vote by the membership.

6. Members may vote in person or by proxy. All proxies must be filed with the Secretary before the meeting is called to order.

Article VII – Finance

The Corporation will raise and disburse funds consistent with its purposes. Funds may be raised through activity fees, solicitation of charitable contributions, the sale of merchandise or services (Fundraisers), or other means approved by the Executive Board.

1. The fiscal year of the Corporation will begin July 1 and end on June 30.

2. The Corporation will establish a budget for each fiscal year. To become effective, the budget, or modifications to the budget, must be approved by the Executive Board.

3. The Treasurer may disburse funds as specified in the approved budget. The President may approve disbursement for unbudgeted expenses up to $500. Disbursement for unbudgeted expenses exceeding this amount require approval by the Executive Board.

4. No voting member of the Corporation may receive compensation for any service rendered to the Corporation. Members may be reimbursed for actual expenses incurred during the conduct of the Corporation’s affairs as approved by the Executive Board.

Article VII – Indemnification

Each officer or director, in consideration of services as such, shall be indemnified by the Corporation to the extent permitted by law against expenses and liabilities reasonably incurred in connection with the defense of any action, suit, or proceeding, civil or criminal, to which the officer or director may be a party by reason of past or present role in the Corporation unless such action was a result of gross neglect or willful misconduct.

Article IX – Dissolution

Dissolution of the Corporation may be accomplished by a two-thirds majority of voting members present at a membership meeting. Upon dissolution, all assets of the Corporation will be conveyed to the Music Department of Herndon High School.

Article X – Amendments

These Bylaws of the Corporation may be amended by a two-thirds majority of voting members present at a membership meeting.

These Bylaws of the Herndon Orchestra Boosters Organization were adopted by the unanimous consent of voting members present at the membership meeting on September 12, 2005.



	___________________________________ Glenda E. Strickland Secretary Herndon Orchestra Boosters Organization