Bay Port Music Association Bylaws
PREAMBLE
The Bay Port Music Association (“BPMA” or the “Association”) exists to support and enrich music education and student opportunities associated with the music programs of Bay Port High School.
These Bylaws establish the fundamental rules by which the Association is governed, including its purpose, membership, leadership structure, decision-making authority, financial responsibilities, and other enduring governance requirements.
These Bylaws are intended to address matters that should remain consistent from year to year. The Executive Board may adopt policies, procedures, and administrative guidelines governing the Association’s programs, finances, fundraising activities, operations, and other matters, provided they are consistent with these Bylaws, the Association’s charitable purposes, and applicable law.
ARTICLE I: Name and Nonprofit Status
Section 1. Name
The name of the organization shall be the Bay Port Music Association (BPMA).
Section 2. Nonprofit Status
The Association shall be organized and operated exclusively for charitable and educational purposes consistent with Section 501(c)(3) of the Internal Revenue Code and applicable federal and state law.
No part of the net earnings of the Association shall inure to the benefit of any member, Executive Board member, student, family, or other private individual, except for reasonable payments, reimbursements, or expenditures made in furtherance of the Association’s charitable and educational purposes.
The Association shall not engage in activities intended to influence legislation and shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE II: Mission and Purpose
Section 1. Mission
The mission of the Bay Port Music Association is to support and enrich the educational experience of students participating in Bay Port High School music programs through volunteer service, fundraising, financial support, community engagement, and collaboration with music educators and school leaders.
Section 2. Purpose
In furtherance of its mission, the Association may:
a. support educational, performance, enrichment, and other opportunities for students participating in Bay Port High School music programs;
b. provide financial and volunteer support for music programs, activities, equipment, events, travel, and other needs consistent with the Association’s charitable purpose;
c. recruit, organize, and support volunteers;
d. conduct fundraising and accept charitable contributions;
e. promote awareness and community support for music education; and
f. undertake other charitable or educational activities consistent with the Association’s mission.
ARTICLE III: Relationship with the School District and Music Programs
Section 1. Independent Organization
The Bay Port Music Association is an independent charitable organization that works collaboratively with the Howard-Suamico School District and the music programs it supports.
Section 2. Educational Authority
The Howard-Suamico School District retains authority and responsibility for curriculum, instruction, student supervision, staffing, scheduling, performances, auditions, educational programming, and other school operations.
Nothing in these Bylaws grants BPMA authority over District employees, students, curriculum, or school operations.
Section 3. Association Authority
The Association, through its Executive Board, retains responsibility for its own governance, finances, fundraising activities, charitable programs, volunteers, policies, and organizational operations.
Section 4. Music Program Directors
Bay Port High School music directors shall be invited to serve as ex officio, non-voting advisors to the Association and Executive Board.
Music directors may provide program information, identify student and program needs, make recommendations, and otherwise assist BPMA in carrying out its mission.
ARTICLE IV: Membership
Section 1. Membership
Membership shall be open to parents and guardians of students, alumni, educators, community members, students, and other individuals who support the mission and purposes of the Association.
Section 2. Participation
Membership provides opportunities to attend Executive Board meetings, participate in discussions and activities, volunteer, and otherwise support and engage in the work of the Association.
Membership does not confer voting rights, governing authority, ownership interest, or any right to participate in the selection or removal of Executive Board members, amendment of these Bylaws, dissolution of the Association, or other governance decisions.
Section 3. Governance
All voting and governance authority of the Association is vested exclusively in the Executive Board as provided in these Bylaws. No member, solely by virtue of membership, has authority to act for or bind the Association.
Section 4. Removal
The Executive Board may remove a member whose conduct is materially inconsistent with the mission or interests of the Association or significantly disrupts its operations.
Before removal, the individual shall receive notice of the proposed action and a reasonable opportunity to respond.
Removal shall require the affirmative vote of at least two-thirds of the seated Executive Board.
ARTICLE V: Meetings
Section 1. Executive Board Meetings
The Executive Board shall meet as needed to conduct the business of the Association.
Executive Board meetings shall generally be open to Association members, music program directors, and other interested individuals. Individuals attending a meeting may observe the proceedings and may participate in discussion when recognized by the presiding officer.
Attendance at an Executive Board meeting does not confer voting rights, governing authority, or any right to participate in Board decision-making.
The Executive Board may restrict participation or close all or part of a meeting when reasonably necessary to maintain order, conduct Board business effectively, or protect confidential information.
Section 2. Notice
The Association shall make reasonable efforts to communicate meeting dates through its regular communication channels.
Reasonable notice of meetings shall be provided to Executive Board members.
Section 3. Voting and Quorum
Only Executive Board members may make or second motions or vote on matters requiring Executive Board action.
Each Executive Board member shall have one vote.
A majority of the seated Executive Board shall constitute a quorum.
Unless otherwise provided in these Bylaws, action shall require a majority vote of Executive Board members present when a quorum exists.
A tie vote does not constitute approval of a motion.
Section 4. Electronic Participation
Executive Board members may participate and vote by electronic means. Participation by electronic means shall constitute presence for purposes of quorum and voting.
Section 5. Action Without a Meeting
The Executive Board may take action without a meeting when permitted by applicable law. Such action may be taken through written or electronic communication in a manner sufficient to document the action taken and the approval of the Executive Board members participating in the decision.
Actions taken without a meeting shall be reflected in the Association’s records.
Section 6. Parliamentary Procedure
Meetings shall be conducted fairly and efficiently.
Robert’s Rules of Order Newly Revised may be used as a guide when a procedural question is not addressed by these Bylaws, but strict parliamentary formality shall not be required.
ARTICLE VI: Executive Board
Section 1. Authority
The Executive Board shall serve as the voting and governing body of the Association and shall oversee the affairs of BPMA in accordance with these Bylaws and applicable law.
The Executive Board shall:
a. oversee the Association’s finances and charitable assets;
b. establish organizational policies and procedures;
c. oversee financial planning and significant financial commitments;
d. oversee fundraising activities and charitable programs;
e. establish committees, coordinators, or other volunteer groups as appropriate;
f. ensure compliance with these Bylaws and applicable law; and
g. act in the best interests of the Association.
Section 2. Composition
The Executive Board shall consist of six members selected in accordance with Article VII.
All Executive Board members shall have equal voting authority, equal responsibility for the governance of the Association, and equal standing as members of the Executive Board.
Executive Board members shall be selected in accordance with Article VII and shall serve in the Board roles identified in these Bylaws. Board role titles identify assigned responsibilities and do not confer greater governing authority, voting power, or status within the Executive Board.
Section 3. Board Roles
The Executive Board shall include members serving in the following roles:
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President
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Vice President
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Secretary
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Treasurer
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Communications
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Member at Large
Section 4. Collective Authority
The Executive Board acts collectively. No individual Board member may independently bind the Association, make commitments on its behalf, or exercise Board authority unless specifically authorized by these Bylaws, an adopted policy, or action of the Executive Board.
Section 5. Committees and Coordinators
The Executive Board may establish, modify, or dissolve committees, task forces, coordinator positions, or other volunteer groups as necessary to conduct the work of the Association.
The Executive Board shall determine the responsibilities and authority of such groups.
No committee, coordinator, or volunteer may obligate BPMA financially, establish organizational policy, enter into an agreement on behalf of BPMA, or otherwise bind the Association unless specifically authorized by the Executive Board.
ARTICLE VII: Board Roles, Selection, and Terms
Section 1. General Responsibilities
All Executive Board members shall:
a. support the mission and purposes of the Association;
b. act in good faith and in the best interests of BPMA;
c. participate in Board decision-making;
d. fulfill the responsibilities assigned to their Board role;
e. comply with these Bylaws and adopted policies; and
f. support appropriate financial and organizational oversight.
Section 2. Compensation
Executive Board members shall serve without compensation for their service on the Executive Board. Board members may be reimbursed for reasonable expenses incurred on behalf of the Association in accordance with adopted financial policies.
Section 3. President
The Board member serving as President shall:
a. preside at Executive Board meetings;
b. coordinate meeting agendas and organizational business;
c. support coordination among Board members, committees, and volunteers;
d. serve as a primary organizational liaison with music directors and school representatives; and
e. perform other responsibilities assigned by the Executive Board.
Section 4. Vice President
The Board member serving as Vice President shall:
a. perform the responsibilities of the President during the President’s absence or inability to serve;
b. assist with organizational planning and Board coordination;
c. provide leadership and coordination for the Association’s fundraising efforts in collaboration with the Executive Board, committees, coordinators, and volunteers; and
d. perform other responsibilities assigned by the Executive Board.
Section 5. Secretary
The Board member serving as Secretary shall:
a. maintain accurate minutes of Executive Board meetings and actions of the Executive Board;
b. maintain the Association’s official governance records;
c. provide notices required by these Bylaws; and
d. perform other responsibilities assigned by the Executive Board.
Section 6. Treasurer
The Board member serving as Treasurer shall:
a. oversee the financial records and accounts of the Association;
b. provide financial information to the Executive Board as reasonably necessary for oversight and decision-making;
c. oversee the receipt and disbursement of Association funds in accordance with adopted policies;
d. coordinate required tax filings and financial reporting; and
e. perform other responsibilities assigned by the Executive Board.
Section 7. Communications
The Board member assigned responsibility for Communications shall oversee Association communications, including electronic communications, the website, social media, and other communication activities as determined by the Executive Board.
Section 8. Member at Large
The Member at Large shall support the work of the Association in areas assigned by the Executive Board based on current organizational needs.
The Executive Board may assign this member primary responsibility for volunteer engagement, student enrichment programs, special projects, support of fundraising activities, or other organizational functions.
Section 9. Delegation
Executive Board members may delegate appropriate tasks to committees, coordinators, volunteers, or other members.
Delegation does not transfer governing authority or relieve the Executive Board of responsibility for appropriate oversight.
Section 10. Nomination, Recruitment, and Selection
The Executive Board shall establish an annual nomination and recruitment process to identify qualified individuals interested in serving on the Executive Board.
The process should promote transparency, continuity, and effective succession planning and may include outreach to Association members, volunteers, music program families, alumni, and other individuals who support the mission of BPMA.
The Executive Board shall make reasonable efforts to identify prospective future leaders and provide opportunities for interested individuals to become involved in the work of the Association before assuming a Board role.
Executive Board members shall be selected by majority vote of the seated Executive Board and shall be selected to serve in specific Board roles.
The Executive Board shall establish an annual timeline for nominations, selection, and transition of Board members to support an orderly transfer of responsibilities before the beginning of each new term.
Section 11. Terms
Executive Board members shall serve one-year terms beginning July 1 and ending June 30 and may be selected for successive terms without limitation.
A Board member shall remain in office until a successor assumes the position unless the member resigns or is removed.
Section 12. Vacancies
A vacancy on the Executive Board may be filled by majority vote of the remaining Executive Board members.
Section 13. Emergency Succession
If vacancies, resignations, removals, or other circumstances leave the Executive Board without a sufficient number of members to conduct the ordinary business of the Association, the remaining Executive Board member or members may take reasonable actions necessary to preserve the Association and restore a functioning Executive Board, including appointing qualified individuals to vacant Board positions.
If no Executive Board members remain in office, individuals who most recently served on the Executive Board may take reasonable steps to reconstitute the Executive Board in a manner consistent with the mission and purposes of the Association.
Section 14. Resignation
An Executive Board member may resign by providing notice to the President or Secretary.
Section 15. Removal
An Executive Board member may be removed for failure to fulfill the responsibilities of the position, violation of these Bylaws or adopted policies, conduct materially inconsistent with the mission or interests of BPMA, or other good cause.
The individual shall receive notice of the proposed removal and a reasonable opportunity to respond.
Removal shall require the affirmative vote of at least two-thirds of the other seated Executive Board members. The Board member whose removal is under consideration shall not vote on the matter.
ARTICLE VIII: Financial Stewardship
Section 1. Charitable Assets
All funds and assets received or held by BPMA are charitable assets of the Association and shall be used only in furtherance of its charitable and educational purposes.
No fundraising activity, donation, volunteer activity, participation tracking, accounting designation, or other recordkeeping shall create an individual ownership interest, entitlement, refundable credit, transferable balance, or claim against Association funds or assets.
Section 2. Financial Oversight
The Executive Board shall have ultimate responsibility for the financial stewardship of the Association and shall establish appropriate financial policies and internal controls.
The Association shall maintain complete and accurate financial records and provide regular financial reports to the Executive Board sufficient to support informed oversight and decision-making.
Financial practices shall include, to the extent reasonably practical, appropriate separation of financial responsibilities, documented authorization and approval processes, and periodic review of financial activity by individuals other than the person primarily responsible for maintaining the financial records.
The Executive Board shall establish policies and procedures necessary to implement these safeguards in a manner appropriate to the size, resources, and operations of the Association.
Section 3. Budget and Expenditures
The Executive Board shall oversee the Association’s financial planning and establish policies governing expenditures, reimbursements, banking, financial authorization, documentation, review, and internal controls.
Association funds shall be spent only for purposes consistent with BPMA’s mission, adopted policies, or specific authorization of the Executive Board.
Specific dollar thresholds for approvals or reimbursements shall be established by policy rather than in these Bylaws.
Section 4. Fundraising
Fundraising shall be conducted for the benefit of BPMA and its charitable mission.
Fundraising participation or amounts raised by a student, family, or volunteer shall not create ownership of, entitlement to, refundable credits in, transferable balances in, or claims against Association funds or assets.
The Association may track fundraising participation or activity for administrative, recognition, reporting, or program support purposes.
Funds subject to lawful donor restrictions shall be used in accordance with those restrictions.
Section 5. Student Support and Enrichment Programs
The Executive Board may establish policies governing student enrichment assistance, scholarships, reimbursements, trip support, or other charitable programs consistent with BPMA’s mission.
BPMA shall retain control and discretion over all funds used for such programs.
Such programs shall be administered in a manner consistent with the Association’s charitable purposes and applicable requirements governing tax-exempt organizations.
Programs shall not create individual fundraising accounts, ownership interests, refundable credits, transferable balances, or other entitlements to Association assets.
Eligibility criteria, reimbursement limits, annual program caps, documentation requirements, and other administrative requirements shall be established by policy.
Section 6. Fiscal Year
The fiscal year of the Association shall be July 1 through June 30.
ARTICLE IX: Ethics, Conflicts of Interest, and Records
Section 1. Standard of Conduct
Executive Board members and others acting on behalf of the Association shall act in good faith, in the best interests of BPMA, and in a manner consistent with the Association’s charitable purposes and applicable law.
Section 2. Conflicts of Interest
Any person participating in an Association decision shall disclose an actual or potential conflict of interest relating to that matter.
An individual with a conflict shall not vote on the matter and, when appropriate, shall not participate in deliberation regarding the matter.
The disclosure and recusal shall be reflected in the meeting minutes.
The Executive Board shall maintain a Conflict of Interest Policy addressing additional procedures as appropriate.
Section 3. Private Benefit
No Executive Board member, member, volunteer, student, family, or other individual shall use BPMA or their relationship with BPMA to obtain an improper personal or financial benefit from the Association’s charitable assets.
Section 4. Organizational Records
The Association shall maintain appropriate organizational records, including its organizing documents, Bylaws and amendments, meeting minutes, financial records, tax filings, adopted policies, and significant agreements.
Section 5. Records Retention
The Executive Board shall ensure that Association records are appropriately maintained and retained in accordance with applicable law and adopted procedures.
Section 6. Confidentiality
The Association shall promote appropriate transparency regarding its governance and finances while protecting confidential information relating to students, families, donors, volunteers, legal matters, or other information that reasonably requires confidentiality.
ARTICLE X: Amendments
Section 1. Amendments
These Bylaws may be amended by a two-thirds vote of the seated Executive Board.
Proposed amendments shall be provided to Executive Board members with reasonable notice before the meeting at which they will be considered.
Section 2. Technical Corrections
The Executive Board may approve non-substantive corrections that do not change the meaning of these Bylaws, including typographical corrections, formatting changes, renumbering, and correction of cross-references.
Section 3. Periodic Review
The Executive Board may review these Bylaws from time to time and adopt amendments as needed to support effective governance, legal compliance, or the continued fulfillment of BPMA’s mission.
ARTICLE XI: Dissolution
Section 1. Authorization
The Association may be dissolved by an affirmative vote of at least two-thirds of the seated Executive Board.
Section 2. Dissolution of Assets
Upon dissolution of the Association, and after payment or provision for all lawful debts and obligations, the remaining assets shall be distributed exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or any successor provision, or to the federal government or a state or local government for a public purpose.
Preference may be given to one or more Section 501(c)(3) organizations whose purposes support music education, public education, youth development, or purposes substantially similar to those of BPMA.
No remaining assets shall be distributed to any Executive Board member, member, student, family, volunteer, donor, or other private individual.
CERTIFICATION
These Bylaws were adopted by the Bay Port Music Association on August 25, 2026, in accordance with the bylaws then in effect, and supersede all previously adopted constitutions, bylaws, and amendments.