Cornwall New Horizons Band

Constitution

Article 1

PREAMBLE

Founded in September 2015, The Cornwall New Horizons Band (CNHB) is an incorporated non-profit beginner concert Band based in Cornwall, Ontario. We are a diverse group of people from the city of Cornwall and the rural areas of Stormont, Dundas, and Glengarry counties.

Article 2

PURPOSE

The Cornwall New Horizons Band offers music programs in order to provide an entry point for beginner and amateur musicians, including those with no musical experience, those who have been inactive for a period of time, and those who want to learn and develop their music skills. CNHB is committed to diversity, inclusivity and respect. The music programs are offered in a cooperative and collegial setting and provide an aesthetic listening experience for the community at large through public performances. 

Article 3

BOARD OF DIRECTORS 

 Section 3.1. Cornwall New Horizons Band shall be governed by a Board whose purpose is to oversee the administration and activities of the band on behalf of its membership. 

Section 3.2. The Board will be responsible to uphold and abide by the Constitution of the band, attend Board and AGM meetings, and participate in ad hoc committees.

Section 3.3. The Board shall be composed of four (4) elected Executive members and two (2) elected  members-at-large and the Music Director with the expectation that Board members will participate in all Board activities. 

Section 3.4. The Executive officers of the Cornwall New Horizons Band shall be President, Vice President, Secretary and Treasurer.

Section 3.5. The Executive officers and members-at-Large shall be elected annually at an Annual General Meeting.

Section 3.6. A Board member must have a minimum of one year of CNHB membership before becoming eligible to be elected to the Board. 

Section 3.7. Each Board member will have only one vote in any motion or other business deemed to require a vote.

Section 3.8. Resignation by any Board member may be made by notice of resignation submitted in writing to the President or to the Board of Directors.

Section 3.9. Term of Office. Board members shall serve a term of two (2) years except for the initial Board of Directors, which shall be established to present staggered terms for the Board members, so that three (3) Board members shall serve for a term of one (1) year and three (3) Board members  shall serve a term of two (2) years. Thereafter, as terms expire, the Board members shall be elected for terms of two (2) years. Individuals cannot serve on the Board for more than two consecutive terms. Vacancies arising by reason other than expiration of term may be filled by the Board at any regular meeting. The selected member shall fill such a vacancy for the remainder of the term.                                    

Section 3.10. Limitations of Duties: The Executive and Board shall not, in the performance of their duties, either individually or collectively, incur expenses beyond the capability of the current financial resources of the band to manage. In any case, no expense shall be incurred without the approval of the Board.

Section 3.11. Members of the Board and committees will be classed as volunteers and will not receive any salaries or fees for services but may be reimbursed for any reasonable expenses incurred in fulfilling their duties, provided reimbursement is authorized by the Board of Directors. Members receive no remuneration for their participation, which is entirely voluntary. All incomes are used to benefit the band to promote concerts, purchase music and music related items, etc.

Section 3.12. Quorum shall be 50% +1 of paid members who are in attendance for Annual General and Special meetings. Three (3) members of the Executive shall constitute a quorum for Executive meetings.  Quorum for Board meetings shall be 50% +1.  

Section 3.13. Board meetings shall be held monthly with possible reprieve in July and August. Meetings are preferred to be conducted where Board members are physically present though, in unusual circumstances, they may participate by electronic means where all members may hear each other, such as a telephone conference call.

Article 4

          DUTIES OF MEMBERS OF THE BOARD OF DIRECTORS

Section 4.1. PRESIDENT: The President shall prepare an agenda and post it at least one week prior to a Board meeting. The President shall chair all Board and Executive meetings and, with the Board, oversee the affairs of the band. The President will update the membership of Board activities and decisions on a regular basis. The President shall be a signing officer. 

Section 4.2. VICE PRESIDENT: The Vice President shall act for the President in his/her absence if the President is unable to perform his/her duties.  The Vice President will work closely with the President and ensure that he/she is current with the affairs of CNHB.  The Vice President shall chair a Publicity committee i.e. preparation of posters, arrange for media coverage, etc. The Vice President shall be a signing officer.

Section 4.3. SECRETARY: The Secretary shall keep minutes of all meetings and record decisions of the Board. The Secretary shall maintain a current list of Board Members and members of Committees that may be established from time to time. The Secretary shall maintain a current list of CNHB members that includes, as possible, name, address (home and email), telephone number and instrument played. The Secretary will assist the Board of Directors in conducting the general correspondence of the Cornwall New Horizons Band. The Secretary will serve as the repository of minutes of the Board of Directors and its committees, past and present, and retain all passwords and usernames for all systems using electronic messaging. The Secretary shall turn over to his/her successor all the CNHB records promptly upon completion of his/her term. The Secretary shall be a signing officer. 

Section 4.4. TREASURER: The Treasurer shall have care and custody of all funds of CNHB, keep a record of all receipts of moneys, make deposits, make prompt payment of all bills and provide statements as required. The Treasurer will collect all membership fees and issue receipts that bear the CNHB name, corporation number and will be numbered sequentially. The Treasurer is entrusted to retain all original bank statements. The Treasurer will provide updates of the finances at Board meetings and an Annual financial report, that explains all expenses and incomes, at the AGM. The Treasurer shall be responsible to present all records needed for auditing at the end of the fiscal year. He/she shall be responsible for filing an annual form T1044 Non-Profit Organization Information Return with Canada Revenue Agency and the corporation fee required by Innovation, Science and Economic Development Canada. He/she will turn over to his/her successor all records promptly upon completion of his/her term. Financial records are to be kept for a minimum of seven (7) years. All financial books and records are the property of CNHB.  The Treasurer shall be a signing officer. 

Section 4.5. Members-at-Large provide input to decisions being made by the Board and lead, and participate in, ad hoc Committees that may be established from time to time. Members-at-Large will be assigned jobs 

that need to be done and work with at least one other band member in jobs such as Librarian, Social Media, etc. The band members will be volunteers and shall not be considered as Board members and not receive remuneration except in the direct costs of the job undertaken. He/she will turn over to his/her successor all records of committees and other CNHB business records promptly upon completion of his/her term.

Section 4.6. No Board member shall hold two positions on the Board.

Article 5

MUSIC DIRECTOR AND INSTRUCTOR(S)

Section 5.1. The Music Director shall select music, choose the performance programs, rehearse, and conduct the band for, at minimum, one public performance at Christmas and one public performance in June/year-end., and, in concert with the Board, will decide dates, times and locations of all public performances. No performance will be planned without the involvement and approval of the Music Director.

Section 5.2. The Music Director and Instructor(s) shall be appointed by the Board and will continue until such time as he/she resigns or is terminated by the Board.

Section 5.3. The Music Director and Instructor(s) may be given an honorarium for their services, which shall be determined by the Board according to the availability of funds.

Section 5.4. Instructor(s) will be appointed by the Board to conduct instructional classes, generally held once or twice weekly. 

Section 5.5. The Music Director may, at his/her discretion, have non-CNHB musicians play with CNHB as a replacement should there be an emergency such as a critical player not being available. There otherwise will be no players other than CNHB members. 

Article 6

COMMITTEE MEMBERS 

Section 6.1. Committee members may attend Board meetings in a non-voting capacity.

Section 6.2. Librarian, Social Media and Inventory clerk are considered committee members. 

Section 6.3. A Librarian will be appointed by the Board. The Librarian will organize the music for the library and work with the Music Director and Instructor(s) to facilitate the distribution or collection of music from band members. The Librarian shall continue until such time as he/she resigns or is terminated by the Board. The Librarian will share these responsibilities with a Board member who will be able to provide the same service should the Librarian be unable to fulfill his/her duties. He/she will turn over to his/her successor all records promptly upon completion of his/her term. 

Section 6.4. Social Media. The Vice President and two members of CNHB will be appointed by the Board to  share responsibility to manage social media publicity using such platforms as, but not limited to, Facebook and a CNHB web page. One of the two appointees will be a Board member. He/she will turn over to his/her successor all records promptly upon completion of his/her term. 

Section 6.5. Inventory Clerk. Two members of CNHB will be appointed by the Board to share 

responsibilities for managing the CNHB physical inventory of books, instruments and accessories.

One member will be a Board member. He/she will turn over to his/her successor all records promptly upon completion of his/her term. See Article 10.

                                                                                                                                         

Article 7

MEMBERSHIP

Section 7.1. A Member of Cornwall New Horizons Band shall be defined as a person who has paid their annual membership fee. This membership provides only the paid member the right to attend all classes and band and perform with CNHB . Cornwall New Horizons Band does not have Affiliate members, ‘ringers’, Associate members, coaches or ‘helpers’ except in emergency situations.

Section 7.2. The music programs are offered to anyone regardless of age, gender, sexual orientation/identity, disability, race, colour, religion, ethnicity, country of origin or family or marital status.  Members under 14 years of age must be accompanied by a guardian. The Cornwall New Horizons Band operates a harassment free program and anyone in violation will be removed by the Board and will receive notice of their withdrawal from the program in writing. 

Section 7.3. The Board will assess a membership fee for band and classes September – June and an additional fee may be levied for summer sessions if they occur.  This fee will be used in the day-to-day operating expenses of the band throughout the year.

Section 7.4. Fees are non-refundable and non-transferable and due within 6 weeks of the season starting in September, or 6 weeks after the member joins, whichever comes first.

Section 7.5. The amount of the membership fee shall be set by the Board.

Section 7.6. Persons wishing to be a member, though experiencing financial hardship, may appeal to the Executive for consideration of an adjusted fee schedule or adjusted amount of fees.

Section 7.7. Members are expected to provide their own instrument and music stand. CNHB owns instruments that may be loaned for a short time. Members may apply to the Board for acquisition of instruments and the Board is free to work out individual arrangements to fit the needs of the member.

Article 8

PROGRAM

Section 8.1. Under the guidance of the Music Director and Instructor(s), CNHB will offer weekly classes  and band rehearsals with the purpose being to introduce and practice the skills needed to play an instrument in a concert band or small ensemble. Classes and rehearsals will run September to June, and scheduled through July and August at the discretion of the Music Director and upon approval of the Board of Directors. 

Section 8.2. CNHB rehearsals, classes and performances will take place only under the direct supervision of the Music Director and/or Instructor(s)

Section 8.3. The Cornwall New Horizons Band will perform periodically throughout the year with a minimum of a Christmas concert and year-end (June) concert. Only paid-up members shall participate in any concert or performance that is under the auspices of Cornwall New Horizons Band.

Section 8.4. Rehearsal Location. Classes and rehearsal location(s) must be sufficient to accommodate all band members and their instruments and ensure that both the Board and Music Director agree with said facilities e.g. size, location, acoustics.

Section 8.5  The Music Director may invite guest performer(s) with Board approval.

                                                                                                                              

Article 9

GENERAL MEETINGS

    Section 9.1. Annual General Meeting. The Cornwall New Horizons Band shall hold an Annual General Meeting at the end of their fiscal year (September to August). The agenda of the meeting will include, but not be limited to:

            Minutes of the previous Annual General Meeting

            President’s Report

            Treasurer’s Report

            Old Business

            New Business

            Nominations and Elections for the Board of Directors. 

Section 9.2. The Executive shall call for nominations at least two weeks prior to the Annual General Meeting and a further call for nominations will be held at the AGM prior to elections proceeding.  Members wishing to stand for election to any elected position on the Board may do so by accepting the verbal nomination of a band member at this time. A member may also put forward or nominate him/herself prior to, or at, the AGM for a Board position or a member-at-large.

Section 9.3. The Annual General Meeting is open to anyone who is a paid member of the CNHB .

Section 9.4. Members must be present to vote at any meeting open to the membership.

Section 9.5.  Special General Meetings may be called for at any time by the Board.

Article 10

INVENTORY

Section 10.1. CNHB has a physical inventory of instruments, music books and music accessories.

Section 10.2. Copies of music remain the custody of the Cornwall New Horizons Band, and borrowers are responsible for any damage or loss of music loaned to them.

Section 10.3. The Board will appoint a Board member and band member(s) to maintain an electronic spreadsheet detailing the physical assets of CNHB. The spreadsheet will contain, as a minimum, the following details: 1) Description of the item, including serial number and/or identification marks where applicable, 2) acquisition date and source, if known, and 3) indication of items that become missing due to loss, theft, or damage. This spreadsheet will be reviewed and updated, at a minimum, on a yearly basis.

Section 10.4. There shall be loan agreements in place for items loaned from the inventory. For individuals under the age of 18, the loan agreement must be signed by the legal parent or guardian. 

Section 10.5.  There will be a user fee for loaned instruments to defray costs to maintain the instruments. A user fee will be set by the Board and imposed at the time of the loan. Fees will be levied for September – June sessions and, separately, for summer sessions, should they occur.                                                            

                                                                                Article 11

      FINANCIALPROTOCOLS

Section 11.1. The goal for CNHB is to maintain a bank account balance of $5000.

Section 11.2. All cheques must be signed by two officers of the Executive. CNHB will have four authorized officers with the authority to sign cheques.

Section 11.3. All expenditures must be approved by motion at a meeting of the Board or by majority electronic vote of 50% +1 of all Board members. Such expenditures include, but are not limited to, music instruction books, instruments, larger office supplies, accordion/file folders, computer ink or toner. An electronic vote item will be added to the agenda of the next Board meeting in order for it to appear in the records.

Section 11.4. The Board will make an annual budget based on anticipated membership.

Article 12

MISCELLANEOUS

Section 12.1. The fiscal year of the CNHB will be September 1to August 31.

Section 12.2. An Auditor shall be appointed annually, prior to the AGM, by the Board to review the accounts and records of the Cornwall New Horizons Band. The report of the Auditor shall be given in writing and presented at the Annual General Meeting by the Treasurer.

Section 12.3. This Constitution is intended to be a guideline for the orderly conduct of Cornwall New Horizons Band. Any amendments or additions shall be developed, and a motion passed, by the Board then the motion will be brought to the members to vote at an Annual or Special General Meeting. A vote of 50% +1 of the voting members present at such a meeting will be accepted as passed. Notice of the motion shall be given to members at least two weeks prior to the Annual or Special General meeting.

Section 12.4. Insurance. The CNHB shall purchase general liability insurance for the conduct of any authorized business, including but not limited to liability insurance for the organization and conduct of performances or any other authorized event.

Section 12.5. Record keeping for actions and decisions made electronically shall be added to a meeting agenda by the President in order to be recorded in Board minutes.

Section 12.6. Dissolution of the Organization. In the event of dissolution, all remaining assets and property of CNHB, after necessary expenses, shall be donated to Seaway Winds Concert Band, if it exists, and, if not, to a selected New Horizons branch in the Eastern Ontario region.

Article 13

Amended and dated September 29, 2022 at Cornwall, Ontario. Approved by the membership at the Special General Meeting September 29, 2022 at Cornwall, Ontario.