Bylaws

of the

Mount Vernon Community Bands (MVCBs)

ARTICLE 1. Incorporation and Purpose

1.1      Incorporation:  The Mount Vernon Community Bands (MVCBs) is organized as a non-stock, nonprofit corporation under the laws of the Commonwealth of Virginia. The Articles of Incorporation establish the official name, purpose, and primary structure of the organization.

1.2      Purpose:  The MVCBs provide a charitable and educational platform for musicians to perform and bring music to communities in Northern Virginia, enriching the cultural life of the region.

ARTICLE 2. Membership

2.1      Eligibility:  Membership is open to any individual who supports the purpose of the MVCBs and meets musicianship requirements as determined by an Ensemble Leader, and acceptance into the ensemble is at the discretion of the Ensemble Leader.

2.2      Basis:  All members participate on a volunteer basis. Consistent attendance at rehearsals and performances is expected. Excessive absences may result in review by the respective Ensemble Leader. Members may participate in one or more of the ensembles.

2.3      Types:  The MVCBs consist of three types of members as follows.

2.3.1     Members:  These are the general members and players in the ensembles within the MVCBs.

2.3.2     Ensemble Leaders:  These are the leaders of ensembles within the MVCBs.

2.3.3     Officers:  These are the Board of Directors of the non-stock nonprofit corporation.

2.4      Appointments:

2.4.1      Members:  Ensemble Leaders have authority over the membership and participants in their ensemble, and members and prospective members shall coordinate with the Ensemble Leader regarding participation.

2.4.2      Ensemble Leaders:  Ensemble Leaders shall be selected by their respective ensemble and must be members of that ensemble.

2.4.3      Board of Directors:  In accordance with Article 3, the majority of directors are elected by member vote, while the Ensemble Representative is chosen by the collective Ensemble Leaders.

2.5      Voting:  Each member is entitled to one vote on any issue submitted to the members, including the election of Officers, regardless of the number of ensembles in which they participate.

ARTICLE 3. Board of Directors

3.1      General Powers:  The affairs of the Corporation shall be managed by a Board of Directors, hereby referred to as the Board.

3.2      Composition:  The Board consists of five officers: President, Vice President, Treasurer, Secretary, and Ensemble Representative.

3.3      Terms: Unless an officer dies, resigns, or is removed; they shall hold office for a term of one year or until a successor is elected, whichever is later. Each officer serves a one-year term. One-year appointments coincide with the calendar year.

3.4      Qualifications:  Prospective members of the Board must actively participate in at least one ensemble within the MVCBs. The Ensemble Representative on the Board must be an active Ensemble Leader.

3.5      Selection:  Officers, with the exception of the Ensemble Representative, shall be elected annually by a vote of MVCBs members and will serve in their elected roles for the following calendar year. Prospective Board members may self-nominate for consideration. The initial Directors named in the Articles of Incorporation shall serve through the end of the calendar year in which the MVCBs is incorporated. The Ensemble Representative shall be elected annually by members of the Ensemble Subcommittee in accordance with Section 4.4 of the Bylaws.

3.6      Duties:

3.6.1      President:  Oversees the operations of the MVCBs, presides over Board meetings, and serves as the primary public representative of the organization. The President leads strategic planning efforts, ensures the implementation of board decisions, fosters collaboration among ensembles, and oversees compliance with all legal and regulatory requirements.

3.6.2      Vice President:  Assists the President in overseeing the MVCBs operations and assumes the President’s duties in their absence. The Vice President may oversee special projects and assist with strategic initiatives as assigned by the President or Board. Additionally, the Vice President manages consolidated membership information provided by Ensemble Leaders.

3.6.3      Treasurer:  Manages the financial affairs of the MVCBs, including maintaining accurate financial records, overseeing bank accounts, and ensuring compliance with financial policies. The Treasurer prepares and presents regular financial reports to the Board, coordinates the annual budget process in collaboration with Ensemble Leaders, and ensures timely filing of all required tax documents and financial reports. Additionally, the Treasurer monitors cash flow, manages expense approvals, and advises the Board on financial planning and risk management.

3.6.4      Secretary:  Responsible for fulfilling the administrative requirements of the MVCBs, including recording and maintaining accurate meeting minutes, managing official records, and overseeing policies and procedures related to music libraries and performance licensing. In accordance with section 10.1, each ensemble is responsible for managing its own music library within the framework established by the Secretary.

3.6.5      Ensemble Representative:  Responsible for representing the collective interests of all ensembles on the Board. This includes actively communicating ensemble needs, concerns, and feedback to the Board and ensuring that ensemble perspectives are considered in organizational decisions. The Ensemble Representative is also responsible for establishing and maintaining a framework for ensembles to coordinate and schedule rehearsals, performances, and events. Additionally, the Ensemble Representative facilitates collaboration between ensembles, supports recruitment and retention efforts, and promotes participation in fundraising and community outreach initiatives.

3.7      Meetings:  The Board shall hold quarterly meetings to review organizational matters, financial decisions, and address concerns raised by members or ensembles. Additional meetings may be convened at the discretion of the President or upon the request of any Board member. Meetings may be conducted in person or virtually, and attendance is expected of all Board members to ensure effective governance and decision-making.

3.8      Voting:  A quorum, defined as a majority of the Board, is required to conduct official Board business and make decisions. Each Board member is entitled to one vote on all matters presented for consideration, including votes conducted electronically when necessary. Proxy voting is not permitted. The Ensemble Representative holds a regular vote on the Board and additionally serves as the tiebreaking vote in the event of a tie.

3.9      Presumption of Assent:  A Director present at a Board meeting where official action is taken shall be presumed to have agreed with the action unless their dissent or abstention is formally recorded in the meeting minutes.

3.10    Resignation & Removal:

3.10.1    Resignation:  A Director may resign at any time by providing written notice to the President or by delivering oral or written notice during a Board meeting. Such resignation shall be effective upon receipt unless a later effective date is specified in the notice.

3.10.2    Removal:  A Director may be removed from office, with or without cause, by a two-thirds (2/3) majority vote of the current Board members. The Director in question shall be provided with notice of the proposed removal prior to the meeting where the vote will occur and shall have the opportunity to address the Board before a final decision is made. The removal decision shall be documented in the meeting minutes.

3.11    Vacancies:  A vacancy in any Director position may be filled by the affirmative vote of a majority of the remaining Directors, even if less than a quorum is present. A Director appointed to fill a vacancy shall serve for the remainder of the unexpired term of their predecessor.

ARTICLE 4. Ensemble Leaders

4.1      Responsibilities:  Ensemble Leaders are responsible for scheduling rehearsals and performances, coordinating ensemble activities within the MVCBs, and managing the day-to-day operations of their ensembles, either directly or through delegation to ensemble members. They ensure that all logistical, musical, and administrative needs are met to support the ensemble’s success.

4.2      Appointment:  Ensemble Leaders are chosen by their respective ensemble. The Board retains the authority to remove an Ensemble Leader by a two-thirds (2/3) majority vote if deemed necessary due to violations of the Code of Conduct outlined in Article 6.

4.3      Membership:  In coordination with the Musical Director, if any, Ensemble Leaders have the authority to manage ensemble membership. This includes the acceptance or removal of members based on the ensemble’s requirements and the Ensemble Leader’s judgment. They are also responsible for maintaining and providing updated membership information to the Board.

4.4      Ensemble Subcommittee:  Each Ensemble Leader shall serve on the Ensemble Subcommittee, which must meet at least once annually, either virtually or in person. The primary purpose of this meeting is to elect one of the Ensemble Leaders as the Ensemble Representative to the Board for the upcoming annual term. The Ensemble Subcommittee may hold additional meetings or discussions at its discretion to coordinate ensemble-related topics and provide input to the Ensemble Representative for presentation during Board meetings and voting.

ARTICLE 5. Financial Management

5.1      Budget:

5.1.1 MVCBs Budget:  The MVCBs shall operate under an annually approved budget. The Treasurer is responsible for soliciting input from the Board and Ensemble Leaders, coordinating the budget development timeline, drafting the annual budget, and presenting it for approval. The Treasurer shall also monitor and report on financial performance throughout the year to ensure alignment with nonprofit financial requirements. The annual MVCBs budget will incorporate the approved budgets of each ensemble.

5.1.2 Ensemble Budgets:  Each ensemble must submit an annual budget to the Treasurer for the upcoming calendar year which includes the following:

• • Covers income and expenses which are exclusive to that ensemble.
  • Aligns with the purpose of the MVCBs as outlined in the Articles of Incorporation and Bylaws.
  • Excludes unrelated business income as defined in Internal Revenue Code Section 512.

5.2     Budget Approval: The Board must approve the MVCBs budget before each calendar year. Ensemble Budgets must be presented by the Ensemble Leader and approved by the Board.

5.3     Budget Changes: Approved budgets may only be modified with proper authorization. Budget changes must be formally reviewed and approved by the Board before implementation. The Treasurer shall conduct a mid-year financial review and report any significant variances from the approved budget to the Board, along with recommended corrective actions if necessary.

5.4     Expense Approvals: Reimbursement requests must be submitted to the Treasurer with proper documentation. Expenses within the approved budget are reimbursed automatically.  Reimbursement for expenses outside the approved budget requires approval by the Board.

5.5     Financial Records: The Treasurer shall maintain accurate financial records which are made available for review by the Board, Ensemble Leaders, or members upon request. By June 1st of each calendar year, financial records from the prior year will be reviewed by a designated member (excluding the Treasurer), and results will be presented to the Board and included in official records.

5.6     Fundraising and Donations: All fundraising activities must align with the mission and values of the MVCBs while also complying with all applicable federal, state, and local requirements. Donations shall be used in accordance with donor intent and applicable laws. The Treasurer shall oversee proper documentation and acknowledgment of donations. The MVCBs and its ensembles may engage in fee-for-service arrangements if these activities align with the organization’s nonprofit mission and comply with IRS regulations regarding unrelated business income.

5.7     Reserve Fund: The MVCBs shall maintain a reserve fund to support long-term financial stability and sustainability. Allocations to and withdrawals from the reserve fund that exceed the amounts specified in the approved MVCBs budget shall require prior approval by the Board.

5.8     Ensemble Financial Activity Reports: The accounting system used by the Treasurer shall be capable of generating Financial Activity Reports for each of the Ensembles which capture each ensemble’s income, expenses, and balance within the MVCBs.

5.9     Corporate Expenses: Expenses which are not exclusive to any one ensemble are considered Corporate Expenses.

ARTICLE 6. Code of Conduct

6.1      Expectations:  All members, volunteers, and participants are expected to uphold the highest standards of ethical, legal, and respectful behavior while participating in MVCBs activities and ensembles. Individuals are expected to contribute to a positive, inclusive, and safe environment that reflects the values and mission of the organization.

6.2      Behavior:  Members, volunteers, and participants shall conduct themselves in a manner that is respectful, inclusive, and professional toward others. Disruptive, harmful, or uncooperative behavior will not be tolerated.

6.3      Non-Discrimination:  The MVCBs do not discriminate against individuals on the basis of race, color, sex, sexual orientation, gender identity, religion, disability, age, veteran status, ancestry, or national or ethnic origin. Violations of this policy may result in disciplinary action, up to and including termination of membership or exclusion from MVCBs activities.

6.4      Disciplinary Action:  The Ensemble Leaders and the Board reserve the right to take appropriate disciplinary action, including the exclusion or removal of individuals whose conduct is detrimental to the MVCBs or violates this Code of Conduct. This may include temporary suspension or permanent removal from participation in any MVCBs activities, programs, or ensembles. Before removal, individuals will be given the opportunity to address concerns raised about their conduct, except in cases where immediate action is necessary to protect the safety and well-being of the organization and its members.

ARTICLE 7. Annual Procedures

7.1      Meeting:  The MVCBs shall hold an annual meeting for the purpose of electing Officers to the Board and conducting any other business that may properly come before the membership. The annual meeting shall be in-person, virtual, or both. Notice of the annual meeting, including the date, time, location, agenda, and soliciting for officer positions shall be provided to all members at least 60 days in advance of the meeting.

7.2      Scholarship:  The MVCBs awards one or more annual scholarships. MVCBs members will select the scholarship recipient(s) by majority vote. The Board shall develop and announce the scholarship process, including candidate qualifications, submission guidelines, deadlines, and award amounts, at the start of the selection period.

7.3      Budget Approval:  The Board shall review and approve the MVCBs annual budget before the start of each calendar year as outlined in section 5.2.

7.4      Financial Review:  By June 1st of each year, the Treasurer shall facilitate a financial review of the previous year’s financial records, conducted by a designated member of the organization who is not the Treasurer. The results of the review will be presented to the Board and made available to members upon request.

ARTICLE 8. Ensembles

8.1      Establishment:  The MVCBs include a number of ensembles that provide a variety of opportunities for musicians to serve the community.  Proposals to establish a new ensemble may be submitted by any member of the Board, Ensemble Leader, or prospective Ensemble Leader. New ensembles require approval by a majority vote of the Board and must be formally documented in the meeting minutes. Upon incorporation, the MVCBs include the following ensembles:

8.1.1     Brass Ensemble

8.1.2      Concert Band

8.1.3      German Band

8.1.4      Swing Band

8.2      Dissolution:  The Board may dissolve an ensemble from its association with the MVCBs by a twothirds (2/3) majority vote if the ensemble is deemed inactive or inconsistent with the MVCBs mission and purpose. Additionally, ensembles may voluntarily separate from the MVCBs at their discretion. To initiate separation, the Ensemble Leader must provide written notice to a member of the Board, clearly stating the effective date of separation. Ensemble Leaders are encouraged to engage in open dialogue with their ensemble members before formalizing separation. Once separation is finalized, it will be formally recorded in the minutes of the next Board meeting. Any ensemble separating from the MVCBs shall have the option to retain all sheet music, equipment, and assets that are used exclusively by that ensemble.

8.3      Ensemble Compliance:  All ensembles operating under the MVCBs must align their activities with the organization’s mission and comply with all policies, including financial guidelines, performance standards, and the Code of Conduct outlined in Article 6. Failure to comply may result in Board review and possible disciplinary action including separation or dissolution of the ensemble.

8.4      Ensemble Leadership Transition:  In the event an Ensemble Leader resigns or is removed, the ensemble shall choose a new Ensemble Leader. This ensures leadership continuity and adherence to MVCBs organizational policies.

ARTICLE 9. Conflict of Interest

9.1      Disclosure: All Board members and Ensemble Leaders must fully disclose any actual, potential, or perceived personal, financial, or professional interests that could influence or appear to influence their decision-making in matters affecting the MVCBs operations. Disclosures must be made in writing to the Board and recorded in the meeting minutes.

9.2      Recusal:  Any member of the Board or Ensemble Leader with a disclosed conflict of interest must recuse themselves from related Board discussions, deliberations, and votes to ensure impartial decision-making. This recusal must be documented in the official meeting minutes.  The Board may determine whether a conflict exists and whether additional actions are required to mitigate a potential conflict.

9.3      Resources:  MVCBs property, funds, or resources shall not be used for personal gain or for activities unrelated to the organization’s mission. Members must report any potential misuse of organizational resources to the Board for review.

ARTICLE 10. Operations

10.1    Music Library:  The MVCBs and its ensembles shall comply with all applicable music copyright laws and licensing requirements in the acquisition, use, reproduction, and distribution of musical works. Each ensemble is responsible for managing its own music library, including the acquisition, organization, storage, and legal use of sheet music and performance materials.

10.2    Logistics:  The MVCBs and its ensembles are responsible for the proper use, storage, and maintenance of all equipment and materials necessary for rehearsals and performances. Each Ensemble Leader is responsible for managing their ensemble’s equipment inventory, either directly or through delegation to ensemble members. This includes overseeing the organization, storage, transportation, and maintenance of instruments, equipment, stands, and other related items.

Logistical issues that affect multiple ensembles shall be discussed by the Ensemble Subcommittee to ensure coordination and resource sharing. Relevant concerns and recommendations from these discussions should be communicated to the Ensemble Representative for presentation to the Board if necessary.

ARTICLE 11. Administrative Provisions

11.1    Record-Keeping:  The MVCBs shall maintain accurate and secure copies of its current Articles of Incorporation, Bylaws, and all other essential records either hard copy or digitally as appropriate. The MVCBs shall maintain organizational records for a minimum of seven years or as otherwise required by law. Records no longer needed shall be securely destroyed in a manner that protects confidentiality. These records include:

• Correct and adequate records of accounts and finances
• Meeting Minutes
• The name, membership class, ensemble(s), and contact information for each member, Ensemble Leader, and Musical Director
• The name, mailing address, and contact information for each officer
• Any other records necessary or advisable for the effective operation of the MVCB

11.2     Loans: No loans shall be contracted on behalf of the MVCBs, and no evidence of indebtedness shall be issued in its name. Additionally, the Corporation shall not make loans or extend credit to any officer, Board member, or member.

11.3     Payments: All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the MVCBs must be authorized by the Treasurer, or other Officer as designated by a resolution of the Board.

11.4     Fiscal Year: The fiscal year of the MVCBs shall be the twelve-month period ending on December 31 of each calendar year.

11.5     Indemnification: The MVCBs shall indemnify its Directors, Officers, Ensemble Leaders, Musical Director and authorized agents to the fullest extent permitted by law against expenses, judgments, fines, and amounts reasonably incurred in connection with any legal proceeding arising from their service to the MVCBs, provided they acted in good faith and in the best interests of the organization.

11.6     Conflict Resolution: Disputes between members, ensembles, or Board members shall first be addressed through informal discussion. If unresolved, disputes may be brought before the Board for mediation and resolution.

11.7     Rules of Procedure: There is no formal parliamentary procedure required for MVCBs meetings. The individual presiding over the meeting shall determine the procedures, provided they are consistent with the Bylaws and support efficient and productive discussions.  

11.8     Amendments: These Bylaws may be amended, altered, or repealed, and new Bylaws may be adopted by a two-thirds (2/3) majority vote of the Board. Only current Board members may propose amendments for consideration.

11.9     Dissolution: Upon the dissolution of the MVCBs, any remaining assets shall be distributed to one or more tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code, as determined by the Board. 

These Bylaws were adopted by a two-thirds (2/3) majority vote of the Officers at the time, during a meeting of the Board of Directors held on 21 May 2025, at which a quorum was present.

Mary Henry
President

MVCB Articles of Incorporation (.pdf)

SIGNED VERSIONS AVAILABLE UPON REQUEST