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The Concord Band Board
The 7-member band board of trustees is elected by the membership to
staggered 2-year terms.
The specific roles are determined by mutual agreement within the board
itself.
- Kenneth Troup, president, publicity (2011-2016)
- Liz Irvin, vice president (2010-2017)
- Becky Kung, treasurer (2013-2016)
- John Rabinowitz, secretary (2014-2017)
- Charlie Learoyd, FOPAC representative (2009-2016)
- Dan Diamond, fundraising (2003-2017)
- David Tweed, personnel, webmaster (2003-2016)
The Declaration of Trust
CONCORD BAND ASSOCIATION
Declaration of Trust made as of the 13 day of May, 1968, by William
Siebert, Jeanne Traphagan, Ralph Cataldo, Harold Sauer, Robert Lukens,
Truman Gray and William Phelan, who hereby declare and agree that they have
received this day the sum of Ten Dollars ($10) and that they will hold and
manage the same, and any additions to it, IN TRUST, as fol1ows:
FIRST: This trust shall be called "Concord Band Association".
SECOND: The Trustees may receive and accept property, whether
real, personal or mixed, by way of gift, bequest, or devise, from any
person or organization, to be held, administered, and disposed of in
accordance with and pursuant to the provisions of this Declaration of
Trust; but no gift, bequest or devise of any such property shall be
received and accepted if it be conditioned or limited in such manner as
shall require the disposition of the income or its principal to any person
or organization other than a "charitable organization" or for other than
"charitable purposes" within the meaning of such terms as defined in
Article Third of this Declaration of Trust, or as shall, in the opinion of
the Trustees, jeopardize the Federal income tax exemption of this trust
pursuant to section 501(c)(3) of the Internal Revenue Code of 1954, as now
in force or afterwards amended.
THIRD:
A. The principal and income of all property received and accepted by the
Trustees to be administered under this Declaration of Trust shall be held
in trust by them and used for the sponsorship and performance of wind band
and other instrumental musical concerts, the dissemination of information
and education of the general public as to music performed by wind
instruments, and the encouragement of patriotism and civic pride by
participation in parades and other civic functions. The activities of the
Association shall be directed not only to the citizens of Concord,
Massachusetts but also to residents of Massachusetts generally and
beyond. The Association shall particularly maintain a concert wind band
which shall give regular public performances, but its activities shall not
necessarily be limited to the maintenance of such band. No part of the net
earnings of the Association shall inure to be payable to or for the benefit
of any private member or individual, and no substantial part of the
activities of the Association shall be the carrying on of propaganda, or
otherwise attempting, to influence legislation, or the participation in, or
intervention in (Including the publishing or distributing, of statements),
any political campaign on behalf of any candidate for public office.
B. The Association shall continue forever unless the Trustees terminate
it and distribute all of the principal and income, which action may be
taken by the Trustees at any time with the consent of at least a majority
of the members of the Association expressed either at a meeting called for
the purpose or in writing. On such termination, the trust fund as
constituted shall be distributed to or for the use of such charitable
organizations, in such amounts and for such charitable purposes as the
Trustees shall then select and determine.
C. In this Declaration of Trust and in any amendments to it, reference
to "charitable organizations" or "charitable organization" mean
corporations, trusts, funds, foundations, or community chests organized and
operated exclusively for charitable, scientific, or educational purposes,
no part of the net earnings of which inures or is payable to or for the
benefit of any private shareholder or individual, and no substantial part
of the activities of which is carrying on propaganda, or otherwise
attempting, to influence legislation, and which do not participate in, or
intervene in (including the publishing or distributing of any political
campaign on behalf of any candidate for public office. It is intended that
the organization described in this paragraph C shall be entitled to
exemption from Federal income tax under section 501(c)(3) of the Internal
Revenue Code of 1954, as now in force or afterwards amended.
D. In this Declaration of Trust and in any amendments to it, the term
"charitable purposes" shall be limited to and shall include only religious,
charitable, scientific, literary, or educational purposes within the
meaning of those terms as used in section 501(c)(3) of the Internal Revenue
Code of 1954 but only such purposes as also constitute public charitable
purposes under the law of trusts of the Commonwealth of Massachusetts.
FOURTH: This Declaration of Trust may be amended at any time or
times by written instrument or instruments signed and sealed by the
Trustees, and acknowledged by any of the Trustees, provided that such
amendment is consented to by at least a majority of the members of the
Association expressed either at a meeting called for the purpose or in
writing, and provided further that no amendment shall authorize the
Trustees to conduct the affairs of the Association in any manner or for any
purpose contrary to the provisions of section 501(c)(3) of the Internal
Revenue Code of 1954 as now in force or afterwards amended. An amendment of
the provisions of this Article Fourth (or any amendment to it) shall be
valid only if and to the extent that such amendment further restricts the
amending power granted hereby. All instruments amending this Declaration of
Trust shall be noted upon or kept attached to the executed original of this
Declaration of Trust held by the Trustees.
FIFTH:
A. Members. The members of the Association shall constitute those
persons who shall have attended at least 8 rehearsals out of 12 successive
rehearsals, who shall have paid such dues as shall currently be assessed by
the Trustees, and/or who shall possess such other qualifications or
participate in the activities of the Association as the Trustees may
determine. Students below college level may not become members unless
approved by the Trustees. The Trustees shall designate from time to time
those persons who have been approved as members of the Association and the
membership list as maintained by the Secretary shall constitute the
official list. Members are expected to attend rehearsals and to participate
in public performances sponsored by the Association. At least once during
each year the Trustees shall review the membership list and at their
discretion may remove the name of any member who attends less than
two-thirds of the rehearsals and performances sponsored by the Association
during the preceding twelve months or of any member who shall not have paid
his dues during such period.
During the month of October in each year there shall be an annual meeting
of members to elect Trustees and to hear the reports of officers and to
transact such other business as shall be appropriate. Additional meetings
of members may be called by the Trustees at any time and must be called
upon the request of at least one-tenth of the members. Any such request for
a meeting shall specify the purpose for which the meeting is to be
called. The members shall be notified of the time, place and purpose of all
meetings at least one week before the date of the meeting. Announcement at
a rehearsal shall be considered sufficient notice for all meetings except
the annual meeting, notice of which shall be by mail. At any meeting
members shall vote in person or, at the election, of the Trustees, by
proxy. At least 50% of all members, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
members except that a lesser number may adjourn a. meeting to a future time
and place. Except as provided, otherwise in this Declaration of Trust, all
decisions at a meeting of members shall be by a majority of the members
voting.
B. Trustees. The original Trustees shall consist of those persons
executing this Declaration of Trust. Three of such persons shall hold
office until the next annual meeting, of members and four of such persons
shall hold office until the second annual meeting of members. No person
shall be eligible for election as a Trustee unless he shall have been a
member of the Association for at least six consecutive months next prior to
his election as Trustee. Trustees shall hold office until the second annual
meeting following their election. The first annual meeting shall elect
three Trustees, the second annual meeting shall elect four Trustees, and
thereafter at each annual meeting the members shall elect, alternately,
three and four Trustees. Any Trustee under this Declaration of Trust may
by written instrument, signed and acknowledged, resign his
office. Vacancies among the Trustees may be filled by the members at any
annual or special meeting of members for the unexpired term of the Trustee
whose resignation or other disability caused the vacancy. Successor
Trustees shall have the same powers, rights and duties, and the same title
to the trust estate jointly with the surviving or remaining Trustees as if
originally designated herein. None of the Trustees shall be required to
furnish any bond or surety. None of them shall be responsible or liable for
the acts or omissions of any other of the Trustees or of any predecessor or
of any custodian, agent, depositary or counsel selected with reasonable
care. The Trustees, whether original or successor, for the time being in
office shall have full authority to act even though one or more vacancies
may exist. The Trustees are authorized to pay themselves amounts for
reasonable expenses incurred and reasonable compensation for services
rendered in the administration of this Trust.
At least three weeks before each annual meeting of members the Trustee
shall appoint a nominating committee of at least three members. The
nominating committee shall designate at least one nominee for each vacancy
among the Trustees to be filled at the forthcoming annual meeting of
members and shall deliver its report to the members with the notice of the
meeting at least one week prior to the date set for such
meeting. Additional nominations may be made by members at the annual
meeting. Any Trustee may be removed from office by the vote of at least
two-thirds of the members present and voting at any annual or other meeting
of members called for the purpose.
The Trustees shall act at duly called and held meetings at which at
least a majority are present or may act by the written concurrence of at
least two-thirds of their number. When a quorum is present at any meeting,
a majority vote shall decide any question. The Trustees shall hold a
meeting each year not later than two weeks following the annual meeting of
members for the election of officers and for such other purposes as the
Trustees shall determine.
SIXTH: The Trustees shall have the entire management and control
of all the property and affairs of the Association except as limited by the
Declaration of Trust. In extension and not in limitation of the common law
and statutory powers of trustees and other powers granted in. this
Declaration of Trust, the Trustees shall have the following discretionary
powers:
(a) To fix the place and hour of the annual meeting of members.
(b) To determine qualifications of members.
(c) To elect officers, to choose the Music Director and other personnel
and to fill vacancies in any office and among the Trustees.
The Music Director appointed by the Trustees shall be responsible to the
Trustees and shall serve at their pleasure. He shall have full and complete
responsibility for the musical integrity of performances of the Association
and in particular shall be responsible for the selection of music, both for
rehearsal and performances, the direction of all rehearsals and
performances and the selection, with the approval of the Trustees, of such
assistants as he may require.
(d) To designate the uniform to be worn at public performances of the
band.
(e) To invest and reinvest the principal and income of the Association
in such property and in such manner as the Trustees shall deem proper, and
from time to time to change investments as they shall deem advisable and to
retain any property although some or all of such property is of a kind or
size which but for this express authority would not be considered proper;
provided, however, that the Trustees shall not invest the property of the
Association in such a manner as to violate Section 504(a)(3) of the
Internal Revenue Code of 1954 as now in force or afterwards amended.
(f) To execute and deliver deeds, assignments, transfers, mortgages,
pledges, leases, covenants, contracts, promissory notes, releases and other
instruments, sealed or unsealed, incident to any transaction in which they
engage.
(g) To employ a bank or trust company as custodian of any funds or
securities and to delegate to it such powers as they deem appropriate; to
hold trust property without indication of fiduciary capacity but only in
the name of a registered nominee, provided that the trust property is at
all times identified as such on the books of the Association; to employ
clerks, accountants, investment counsel, investment agents and any special
services, and to pay the reasonable compensation and expenses of all such
services.
SEVENTH: Notwithstanding the powers hereinabove granted to the
Trustees under Articles Fifth and Sixth above, they shall not
(a) lend any part of the income or corpus of the Association without the
receipt of adequate security and a reasonable rate of interest, to;
(b) pay any compensation, in excess of a reasonable compensation for
personal services actually rendered, to;
(c) make any part of the services of the Association available on a
preferential basis, to;
(d) make any substantial purchase of securities or other property, for
more than an adequate consideration in money or money's worth, from;
(e) sell any substantial part of its securities or other property, for
less than an adequate consideration in money or money's worth, to; or
(f) engage in any other transaction which results in a substantial
diversion of its income or corpus, to any person who has made a
contribution to the Association, any Trustees thereof, any member of the
family (as defined in section 267(c)(4) of the Internal Revenue Code of
1954 as in effect at the time of the execution of this instrument or as
hereafter amended) of such person or Trustee, or a corporation controlled
by such person or Trustee through the ownership, directly or indirectly, of
50 per centum or more of the total combined voting power of all classes of
stock entitled to vote or 50 per centum or more of the total value of
shares of all classes of stock of the corporation.
EIGHTH: The Trustees' powers are exercisable solely in a
fiduciary capacity consistent with and in furtherance of the charitable
purposes of the Association as specified in Article Third and not
otherwise.
NINTH: The officers of the Association shall consist of a
President, a Vice President, a Secretary and a Treasurer, each of which
shall be selected annually by the Trustees from among their number at their
first meeting following the annual meeting of members. All officers shall
hold office for one year or until their successors are chosen and
qualified. The officers shall have the powers and perform the duties
customarily belonging to their respective offices, and especially:
(a) The President shall be the executive head of the Association
and shall preside at all meetings of the Trustees and members, shall
exercise supervision over the affairs of the Association and shall aid in
the coordination of the work of the Association with that of other
organizations with a purpose to foster the enjoyment of music in the
community and civic organizations.
(b) The Vice President shall, in the absence of the President,
exercise all the powers and duties of that office and shall assist the
President in the work of the Association.
(c) The Secretary shall keep records of all meetings of the
Association and of the Trustees, shall be responsible for all
correspondence, shall maintain attendance records of members for all
rehearsals and concerts and shall maintain a list of all members of the
Association.
(d) The Treasurer shall collect the dues and disburse the funds
of the Association as directed by the Trustees, keep an accurate record of
all money received and expended and present a report-at the annual meeting
of members summarizing the financial status of the Association.
TENTH: The fiscal year of the Association shall commence on the
first day of September in each year and end on the last day of August next
following provided, however, that the Trustees may adapt such other fiscal
year from time to time as they shall determine.
ELEVENTH: Any person may rely on a copy, certified by notary
public, of the executed original of this Declaration of Trust held by the
Trustees, and of any of the notations on it and writings attached to it, as
fully as he might rely on the original documents themselves. Any such
person may rely fully on any statements of fact certified by anyone who
appears from such original documents or from such certified copy to be a
Trustee under this Declaration of Trust. No one dealing with the Trustees
need inquire concerning the validity of anything the Trustees purport to
do. No one dealing with the Trustees need see to the application of
anything paid or transferred to or upon the order of the trustees or the
trust.
TWELFTH: This Declaration of Trust is to be governed in all
respects by the laws of the Commonwealth of Massachusetts.
CONCORD BAND ASSOCIATION
AMENDMENT TO ARTICLES OF TRUST
THIRTEENTH: Affirmative Action. It is hereby affirmed that
it is the policy of the Concord Band Association to:
(a) Recruit, hire, elect, appoint and select all personnel for its
various activities without regard to race, creed, religion, color, national
origin, sex or age and to base all such decisions upon the individual's
qualifications and ability to perform the work or role assigned consistent
with job or role requirements; and
(b) To administer such actions as the sale of tickets, any rentals or
purchases, awards for commissioned works, contributions and social
recreational functions without regard to race, creed, religion, color,
national origin, sex or age.
The Concord Band Association is committed to the Affirmative Action
Program and will ensure full compliance with applicable Federal and State
Laws. The fulfillment of such commitment is the responsibility of the Board
of Trustees.
November 6, 1983
SIGNATURES
President
Vice President
Secretary
Treasurer
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