Articles of Association
Article 1. Name
The name of the Organization shall be the World Association for Symphonic Bands and Ensembles, Hereinafter called “the Association”.
Article 2. Objectives
The Association shall operate as a Charitable Organization whose objective is the improvement of the state of being of Bands and Wind Ensembles throughout the world. Towards this objective the Association accepts the following responsibilities:
- To promote symphonic bands and ensembles as serious and distinctive mediums of musical expression and cultural heritage.
- To assist in all ways possible the development of band activities throughout the world through direct development of the cultural awareness of bands.
- To encourage the international exchange of conductors, teachers, students and composers.
- To help others recognize the importance of the symphonic band and the wind ensemble for international and national communication and understanding.
- To encourage the composition of band literature of excellence that reflects national heritages and transcends international boundaries.
- To develop an archive for deposting the historical records and documents of the Association, including but not limited to conference materials, minutes from all official meetings, financial documents, official correspondence, agreements with other organizations, and resolutions.
- To arrange for international conferences.
- To administer and employ the Association’s property, assets, and rights for the purpose of promoting or aiding in the furtherance of the Association’s objectives.
- To raise funds for the objectives by legal means normally open to charitable nonprofit organizations.
Article 3. Membership
- The membership of the Association shall be open to all individuals, institutions, and industries interested in the objectives of the Association.
- Every voting member of the Association shall have the privilege of voting at the General Membership Meetings.
- Classes of Membership — International Level:
- Regular Membership (voting)
Open to all individuals interested in the promotion of the objectives and aims of the Association.
- Associate Membership (non-voting)
Institutional Associate Membership: Open to all Institutional or Commercial Organizations interested in the promotion of the objectives and aims of the Association.
- Student Membership (non-voting)
Student Membership: Open to all music students age 25 years or younger who are enrolled at a secondary or post-secondary institution and are interested in the promotion of the objectives and aims of the Association.
- Life Membership (voting)
Life Memberships shall be available to members who have been active in the Association for a period of not less than ten years and are 65 years of age or older. The Life Membership fee will be 5 times that of the current dues.
- Honorary (Life) Membership (voting)
Honorary Life Members may be appointed only by the WASBE Board and will have full benefits of the organization.
- Regular Membership (voting)
Article 4. Government
The Association shall be governed by the International Board, hereinafter called “the Board.
- The Board shall be composed of:
- Fifteen voting members — the President, the President Elect, the Immediate Past President, and twelve Directors.
- Three non-voting members — the Executive Director, the Treasurer, and the Secretary.
- All Legislation enacted by the Board must be passed by a simple majority of the Board present at a duly constituted Board Meeting.
Article 5. Officers
- The Officers of the Association shall be the President, the President Elect, the Immediate Past President, and twelve Directors.
- The President, President Elect and Immediate Past President must come from at least two different countries.
- The President and President Elect shall be elected for a two-year term of office.
- The Directors are elected to a six-year term of office and may not directly succeed themselves.
- Responsibilities of the officers are as normally understood and outlined by Robert’s Rules of Order:
- The President shall be an ex-officio member of all committees.
- The President shall, when present, preside at all meetings of the Association and the Board.
- The President shall be the Association’s official representative at all functions. The President may delegate another member of the Association to represent him/her.
- The President shall establish, with the ratification of the Board, committees to meet the needs of the Association.
- Completion of Term:
(i) Upon completion of his/her term of office he/she shall assume the office of Immediate Past President unless elected or appointed to another position.
(ii) If the President can not assume the position of Immediate Past President then the current Past President shall become the Immediate Past President for another term.
- President Elect
- The President Elect shall assume the responsibilities of the President in the absence of or at the request of the President.
- He/She shall assume the position of President in the year that the position comes open.
- Immediate Past President
- It shall be the responsibility of the Immediate Past President to provide counsel to the Board.
- He/She shall retain the office of Immediate Past President until such time as another Immediate Past President becomes eligible for the office and shall reassume this office if a more current Past President becomes unavailable for the office.
- He/She cannot hold another elected or appointed position in the Association and remain eligible for the office.
- He/She shall be responsible for the Biennial General Election.
- He/She shall be Chairperson of the Past Presidents Advisory Council
- Responsibilities of the Board:
- It is the responsibility of the Board to call for donations, subscriptions, and contributions from the public at large, including businesses, societies, clubs, foundations, and private and governmental agencies for the purpose of aiding or providing for the objectives of the Association.
- It shall be the responsibility of the Board to develop and maintain a Policy Handbook subject to the Articles of Association and motions approved by the Board, which will be used to govern the responsibilities of the officers and staff of the Association.
Article 6. Staff
- The Staff of the Association shall be the Executive Director, the (Recording) Secretary, the Treasurer, the Parlimentarian, and the Archivist. The Board shall authorize additional support staff as deemed necessary.
- The Executive Director shall be hired by the Board, which shall determine the length of term and compensation to be received. The Executive Director shall be responsible for the day-to-day operation of the Association within the policies established by the Board.
- The Secretary, with the ratification of the Board, shall be appointed by the President for a term of two years and may be reappointed for any number of terms thereafter.
- The Treasurer, with the ratification of the Board, shall be appointed by the President in consultation with the Executive Director for a term of two years and may be reappointed for any number of terms thereafter.
- The Parliamentarian, with the ratification of the Board, shall be appointed by the President for a term of two years and may be reappointed for any number of terms thereafter. The Parliamentarian may or may not be a member of the Board and is not made a member of the Board through this appointment.
- The Archivist shall be appointed by the Board. The length of term and the duties of the Archivist shall be established by the Board. The Archivist may or may not be a member of the Board and is not made a member of the Board through his/her appointment as Archivist.
- Responsibilities of the Staff are as normally understood and outlined by Robert’s Rules of Order:
- The Executive Director shall, subject to the Articles of Association and guidelines provided by the Board, have full authority for the implimentation of the business and affairs of the Association as decided by the Board.
- The Secretary shall be responsible for the accurate maintenance of the minutes and records of all Board meetings of the Association and shall deposit periodically said minutes and records in the WASBE Archive.
- The Treasurer shall receive and be responsible for all monies paid to the Association.
- The Treasurer shall properly account for the funds of the Association and keep such books as may be directed.
- The Treasurer shall submit annually to the Board a statement audited by an independent auditor, as set forth by the Articles.
- All withdrawal, cheques, drafts or release of securities from the Association’s account shall be authorized as per Article 13.
- The Treasurer shall maintain a current membership listing as may be directed.
Article 7. Language
The official language of the body shall be English. Where possible, documents of the Association shall be translated into other languages.
Article 8. Fees
- Fee/Membership [Categories]:
- The Board has the power to set the Membership fees for the Association.
- The Board has the power to establish the period of membership.
Article 9. Transition and Removal of Officers and Staff
- The duties of the new officers begin at the conclusion of the last session of the Association’s biennial General Meeting. The final duty of the outgoing officer is to provide for the smooth transition of responsibilities between members of the old and new Board.
- When, in the best of interests of the Association and deemed by the Board that an officer or a director is found to be incompetent or unable to handle elected or appointed tasks, or is delinquent in attendance at scheduled Board meetings, the Board may, through a resolution, suspend said member from his/her position or appointment.
- If the suspended member does not solve the difficulties to the satisfaction of the Board or request an appeal before the Board within twenty-eight days, the suspension will result in removal from office.
- While the period of suspension is in effect, another member shall be assigned by the Board to maintain the position. See Article 12, Paragraph H.
Article 10. General
- Notwithstanding anything contained herein to the contrary, every Committee of the Association shall be responsible to and shall comply with any decision of the Board in meeting.
- Notwithstanding anything contained herein to the contrary, the Board shall be responsible to and shall comply with any decision of the Association Membership in meeting.
Article 11. Meetings
- Frequency of Meetings:
- Board Meeting: The Board shall hold a Meeting no less than once every other year, on a date to be arranged by the Executive Director. Notice of meetings shall normally be given a minimum of fifty-six (56) days prior to the meeting date.
- Association Membership Meeting: The Association shall hold an International Meeting every two years. The date is to be arranged by the Board. Notice of the meeting shall normally be given a minimum of fifty-six (56) days prior to the meeting date and shall be given to each Association Member through the Association’s publications.
- Committee Meetings: Committee meetings shall be called by the chair as necessary. Normally, notice of meetings shall be given a minimum of seven (7) days prior to the date of the meeting.
- Board Meetings: The quorum at a Board meeting shall be a minimum of forty percent (40%) of the Board Members eligible to vote.
- Association Membership Meetings: The quorum at an Association Membership Meeting shall be 40% of the members in attendance at the meeting.
- Insufficient Members for Quorum — Should a quorum be successfully challenged at the time and place appointed for a meeting, the meeting will be officially adjourned and no further business transacted.
- The rules contained in Robert’s Rules of Order Newly Revised shall govern all meetings in all cases where applicable, provided they are consistent with the Articles of Association.
- The order of business at every meeting, including the Board Meeting shall, unless it is varied by the majority consent of the persons entitled to vote at the meeting, be as follows:
- Call to Order
- Declaration of eligible voters
- Acceptance of the Agenda
- President’s Report
- Reading and adoption of minutes of last meeting
- Reading of the Treasurer’s Report
- Executive Director’s Report
- Reports of committee chairpersons
- Business arising out of the Minutes
- Delegations authorized by the President
- Unfinished business
- New business
Article 12. Voting
- The Immediate Past President shall serve as Chairperson of a Nominating Committee consisting of two other members appointed by the President. The Nominating Committee shall represent three countries.
- Twelve months prior to the Associations’ biennial General Meeting, the Immediate Past President, through the Association’s publications, shall call for nominations from the membership. Nominations are to be sent to the Immediate Past President (hereafter called Chairperson of the Nominating Committee) or his/her delegate. Nominations will close nine months prior to the Association’s biennial General Meeting. Nominations will be reviewed by the Nominating Committee.
- The Board, in its meeting six months prior to the Association’s biennial General Meeting, will receive the recommended slate of officers. The slate presented to the Board shall include no more than three candidates for each available position and should include a résumé for each candidate.
- The final slate of officers to be presented to the membership will be determined by the Chairperson of the Nominating Committee and the other members of the Board. Selection will be based upon the following criteria:
- The number of vacancies to occur on the Board
- Maintaining a representation of all active and associate members
- Maintaining an immediate and long-range representation 9 of nations on the Board
- The international stature of the nominees
- The Board will prepare a final slate of candidates which shall have not more than two candidates for each position to be filled. The candidates for President Elect shall come from two different countries, neither of which may come from the same country as the President.
- An election ballot will be sent via the Association’s publications to all members of the Association no less than three months before the Association’s biennial General Meeting. The ballot will include a brief résumé and statement from each candidate. The ballots will be returned to the Executive Director, who shall distribute them to the two members of the Nominating Committee for counting.
- Balloting will close on a specific date closest to one month prior to the Association’s biennial General Meeting. That date will be clearly announced with the distribution of the ballots.
- The two members of the Nominating Committee will conduct an independent count, reporting the results to the Chairman of the Nominating Committee until both sets of tallies are in agreement. The ballots will be saved by the Executive Director for a period of one year.
- The results of the election will be forwarded to the President who will announce the new officers at the Association’s biennial General Meeting and then through the Association’s publications.
- The retiring members of the Board will complete the business of the general meeting, meet with the new members of the Board, and turn the new business over to them.
- All motions voted on at meetings shall require that a majority of those present and entitled to vote, actually vote on the motion, and that they are then passed with at least a simple majority of those voting.
- In the event that a mail vote is required, it shall be handled electronically in accordance with policies established by the Board.
- In the event of a tie vote at all meetings, the Chairperson shall have the tie breaking vote.
- Voting at general meetings may be by the show of hands or by standing or by secret ballot, but only those persons present entitled to vote shall be recognized. Any two persons present and entitled to vote may command a vote by secret ballot.
- All voting at elections, when an office or position is contested, shall be by secret ballot.
- A Proxy Vote shall be accepted at all meetings if it is held by a member in good standing and completed in the following manner:
- Lists name and signature of the voting member the member present is a proxy for.
- Lists name and signature of member carrying the proxy vote.
- Lists name and signature of another voting member as witness.
- List any limitations of the proxy’s use (i.e: how this proxy may be cast).
- Any vacancy on the Board for any reason shall, through appointment by the President, be filled by the Board until the next biennial General Election.
Article 13. Financial
- The fiscal year-end of the Association shall be on the last day of December of each year.
- Upon the recommendation of the Executive Director, the Board shall consider the hiring of additional support staff at such time as it is deemed necessary.
- The Seal of the Association shall be kept at such a place as is determined by the President and shall be used only upon the authorization of the President.
- Books and Records:
- Within fifty-six (56) days of a Board Meeting, audited statements of accounts, together with a list of the Association’s officers’ names, addresses and occupations, shall be forwarded to any required Government agencies.
- Within fifty-six (56) days of a Board Meeting, any Resolutions passed by the Association pursuant to the aims and objectives of the Association or the Article of Association shall be filed with the proper Government agencies in duplicate.
- All such returns are to be prepared by the outgoing officers and 11 witnessed by the new officers. During this time, it shall be the duty of all Board Officers of the previous year to hand over all books, records, materials, equipment, and any correspondence pertaining to the Association, to the newly elected officers.
- Signing Officers:
- All bills, notes, cheques, debentures, and other papers and documents which pertain to the finances of the Association as distinct from the finances of any Committee, shall be signed by the Treasurer.
- All contracts and documents requiring execution by the Association shall be signed the President and the Executive Director.
- The books, accounts and records of the Treasurer shall be audited at least once yearly by a duly qualified accountant.
- At the completion of the audit a complete and proper statement of the standing of the books for the previous year shall be submitted by the Treasurer.
- Any member of the Board shall at all times have access to such books and records.
- The Executive Director may authorize the opening of one or more bank accounts for the Association, designate signing officers in accordance with the provisions of these Articles, generally execute all documents and do all things incidental to or in connection with the transaction of the Association’s business with its chartered bank, trust company or treasury branch.
- Each Committee may, subject to the approval of the Executive Director, open one or more bank accounts for that Committee.
- For the purpose of carrying out the Association’s objectives, the Treasurer may draw, make, accept, endorse, discount, execute, and issue cheques, promissory notes and bills of exchange but only to the extent from time to time as authorized in writing by the signatures of the President and the Executive Director, and as signed as per ARTICLE 13, Paragraph D.
- Authority for Expenditures: The President, the Executive Director and the Treasurer have the authority for expenditure. They may, in turn, delegate this authority to other persons, with the permission of the Board, for special purposes and functions.
Article 14. Rights of Members
- Members’ names are to be placed on a mailing list and are entitled to receive all information relative to the activities of the Association.
- Members also have the right to attend all general meetings, attend the Association’s Conferences, attend clinics, festivals, etc. sponsored by the Association, and have voting privileges in accordance with their class of membership.
Article 15. Liability of Members
All members, when acting for the Association, shall not be personally liable for any loss or damage or depreciation to the property of the Association or otherwise, provided that the members shall have acted at all times without fraud, dishonesty, gross misconduct or neglect of duty.
Article 16. Affiliation
The Association may affiliate with any other organization which would be beneficial to the purposes and objectives of the above mentioned Association, such affiliation being subject to review by the Board.
Article 17. Amendment of the Articles of Association
Subject to the compliance with the requirements of any Government regulation governing areas of jurisdiction, the Articles contained within may be rescinded, altered, or added to by an extraordinary resolution passed by a majority of not less than 75% of such members of the Board as are entitled to vote and as are present in person or who are represented by proxy at the Biannual Meeting, of which fifty-six (56) days written notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given.
Article 18. Dissolution Clause
In such event that the Association is dissolved, all assets of the Association shall be donated to a Registered Charity, to be established by a majority vote of the Board at the final meeting of resolution.