WASBE Resources

World Association for Symphonic Bands and Ensembles
Articles of Association

Established June 1988
Last amended 2005-07-09

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 whether it be 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 international tape bank and resource library for the dissemination of band music scores, tapes, and materials from as many countries as possible.
To arrange for international conferences which will normally be held every two years.
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 objective.
To raise funds for the objective by legal means normally open to charitable non-profit 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 member of the Association shall have the privilege of voting at the General Membership Meetings.
Classes of Membership — International Level:
1. Regular Membership (voting)
  Open to all individuals interested in the promotion of the objectives and aims of the Association.
2. 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.
3. Student Membership (non-voting)
  Student Membership: Open to all students involved in music enrolled at any Secondary or post-secondary Institution interested in the promotion of the objectives and aims of the Association.
4. Life Membership: (Voting)
  Life Memberships shall be available to members who have been active in the Association for a period of not less than four years and are 65 years of age or older. The Life Membership fee will be 5 times that of the current dues.
5. Honorary (Life) Membership: (Voting):
  May be appointed only by the Council and will have full benefits of the organization.

ARTICLE 4. GOVERNMENT

The Association shall be governed by the International Council, hereinafter called "The Council".

The Council shall be composed of:
1. All officers of the Council, to include the President, the President Elect, the Immediate Past President, the Secretary, the Treasurer, and the Directors.
2. An Executive Board, hereinafter called "The Executive", consisting of the President, the President Elect, the Secretary, the Treasurer, the Immediate Past President, and one or more Directors elected by The Council.
All Legislation enacted by Council must be passed by a simple majority of the Council present at a duly constituted Council Meeting.

ARTICLE 5. OFFICERS

The Officers of the Association shall be: President; President Elect; Secretary; Treasurer; Immediate Past President; and Twelve Directors.
1. The first four Officers must come from at least two different countries.
2. The President and President Elect are 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.
3. The appointed officers are the Secretary and the Treasurer.
The Secretary, with the ratification of the Council, 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 Council, shall be appointed by the President, for a term of one year and may be reappointed for any number of terms thereafter.
The Parliamentarian, with the ratification of the Council shall be appointed by the President for a term of one year and may be reappointed for any number of terms thereafter. The Parliamentarian may or may not be a member of the Council.
The Historian, with the ratification of the Council, shall be appointed by the President for a term of two years and may be reappointed for any number of terms thereafter. The Historian may or may not be a member of the Council and is not made a member of the Council through his/her appointment as Historian.
The official language of the body shall be English. Where possible, all documents of the Association shall be translated into French, German and Spanish.
The Executive of the Association shall be responsible for the day to day operation of the Association within the policies established by the Council.
The President shall preside over all Council and Executive meetings and shall have effective control over the affairs of the Association within the Policies established by Council.
Responsibilities of the officers are as normally understood and outlined by Roberts Rules of Order:
1. President.
  1. The President shall be an ex-officio member of all committees.
  2. The President shall, when present, preside at all meetings of the Association, the Executive, and the Council.
  3. The President shall, subject to the Articles of the Association or directions given to him/her by the majority vote of any Executive or Council meeting properly called and constituted, have full control and management of business and affairs of the Association.
  4. The President shall be the Association's official representative at all functions.
  5. The President may delegate another member of the Association to represent him/her.
  6. The President shall appoint, with the ratification of the Council, other Executive Members as required to handle the Association's commitments.
  7. The President shall establish, with the ratification of the Council, committees to meet the needs of the Association.
  8. Completion of Term:
    1. 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.
    2. 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.
2. President Elect.
  1. The President Elect shall assume the responsibilities of the President in the absence of or at the request of the President.
  2. He/She shall be a member who will be expected to assume the position of President in the year that the position comes open.
3. Secretary
  1. It shall be the responsibility of the Secretary to be responsible for the accurate maintenance of the minutes and records of all Executive and Council meetings of the Association.
4. Treasurer.
  1. It shall be the responsibility of the Treasurer to receive and be responsible for all monies paid to the Association
  2. He/She shall properly account for the funds of the Association and keep such books as may be directed.
  3. He/She shall prepare, for submission to the Annual Council Meeting, a statement audited by an independent auditor, as set forth by the Articles.
  4. All withdrawal, cheques, drafts or release of securities from the Association's account shall be authorized as per Article 11.
  5. He/She shall oversee the Member in charge of the Membership.
5. Immediate Past President.
  1. It shall be the responsibility of the Immediate Past President to provide counsel to the Executive and the Council.
  2. He/She shall have voting privileges.
  3. He/She shall retain this office as the 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.
  4. He/She cannot hold another elected or appointed position in the Association and remain eligible for the office.
  5. He/She shall be responsible for accumulating the slate of nominations for presentation to the Biannual Membership Meeting.
[Due to an editorial error, there is no item J]
The Executive shall exercise all powers, discretions, elections, and authorities vested in them by the Articles of the Association contained herein.
It is the responsibility of the Council 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 Council to develop and maintain a Policy Handbook subject to the Articles of the Association and approved by the Council, which will be used to govern the responsibilities of the officers of the Association.

ARTICLE 6. FEES

Fee/Membership [Categories]:
1. The Council has the power to set the Membership fees for the Association.
2. The Council has the power to establish the period of membership.

ARTICLE 7. TRANSITION AND REMOVAL OF OFFICERS

The duties of the new officers begin at the conclusion of the last general meeting of the Conference. The final duty of the outgoing officer is to provide for the smooth transition of responsibilities between members of the old and new Council.
When, in the best of interests of the Association and deemed by the Council that an officer or a board of director member is found to be incompetent or unable to handle elected or appointed tasks, or is delinquent in attendance at scheduled council meetings, the Council 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 Council or request an appeal before the Council 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 10, Paragraph H.

ARTICLE 8. 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 Executive or the Council in meeting.
Notwithstanding anything contained herein to the contrary, the Executive shall be responsible to and shall comply with any decision of the Council in Meeting.
Notwithstanding anything contained herein to the contrary, the Council shall be responsible to and shall comply with any decision of the Association Membership in meeting.

ARTICLE 9. MEETINGS

Frequency of Meetings:
1. Council Meeting: The Council shall hold a Meeting no less than once every other year, on a date to be arranged by the Executive. Notice of meetings shall normally be given a minimum of fifty-six (56) days prior to the meeting date.
2. Association Membership Meeting: The Association shall hold an International Meeting in conjunction with the Association World Conference which is normally held every other year. The date is to be arranged by the Council. 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 Newsletter.
3. 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.
Quorum:
1. Council Meetings: The quorum at a council meeting shall be a minimum of forty percent (40%) of the Council Members eligible to vote.
2. Executive Committee Meetings: The quorum at the Executive Meeting shall be four (4) of the members eligible to vote.
3. Association Membership Meetings: The quorum at the Association Membership Meeting is 40% of the members in attendance at the meeting.
4. 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.
Procedure:
1. The rules contained in "Roberts' Rules of Order, Revised" shall govern all meetings in all cases where applicable, provided they are consistent with the Articles of the Association.
2. The order of business at every meeting, including the Council Meeting shall, unless it is varied by the majority consent of the persons and entitled to vote at the meeting, be as follows:
  1. Call to Order, Declaration of eligible voters
  2. Reading and adoption of minutes of last meeting
  3. Reading of the Treasurer's Report
  4. Business arising out of the minutes
  5. Delegation authorized by the President
  6. Correspondence
  7. Reports of Executive, committee chairpersons
  8. Unfinished business
  9. New business
  10. Election of officers and ratification of appointments if applicable.

ARTICLE 10. VOTING

Nominations:
1. 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.
2. Twelve months prior to the Conference, the Immediate Past President, through the Newsletter, will call for nominations from the membership. Nominations are to be mailed to the Immediate Past President (hereafter called Chairperson of the Nominating Committee) or his/her delegate. Nominations will close nine months prior to the opening Conference day. Nominations will be reviewed by the Nominating Committee.
3. The Council, in their meeting six months prior to the Conference, will receive the recommended slate of officers. The slate presented to the Council shall include no more than three candidates for each available position and should include a resumé for each candidate.
4. 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 Council. Selection will be based upon the By-Laws of the organization taking into consideration the following criteria:
  1. The number of vacancies to occur on the Council
  2. Maintaining a representation of all active and associate members
  3. Maintaining an immediate and long range representation of nations on the Council
  4. The international stature of the nominees
5. The Council will prepare a final slate of candidates which will have not more than two candidates for each position to be filled.
6. An election ballot will be included in the Newsletter mailed to all members not less than three months before the Conference and in the year of the Conference. The ballot will include a brief resumé of each candidate. Election ballots will be returned to the Nominating Committee, addressed to the Chairperson.
7. Balloting will close on a specific date closest to one month prior to the opening of the Conference. That date will be clearly announced with the distribution of the ballots in the Newsletter.
8. Ballots will be counted separately by two members of WASBE, appointed by the Chairperson of the Nominating Committee. Each member will conduct an independent count, reporting the results to the Nominating Committee until both sets of tallies are in agreement. The ballots will be saved for a period of one year.
9. The results of the election will be forwarded to the President who will announce the new officers at the conference and then through the next Newsletter.
10. The retiring members of the Council will complete the business of the general meeting at the Biannual Conference, meet with the new members of the Council, and turn the new business over to them as a part of the Conference.
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 by assigned proxies to a Council meeting as established by the Policy Handbook.
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 vote or by secret ballot, but only those persons present entitled to vote shall be recognized. Any two (2) 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:
1. Lists name and signature of the voting member the member present is a proxy for.
2. Lists name and signature of member carrying the proxy vote.
3. Lists name and signature of another voting member as witness.
4. List any limitations of the proxy's use (ie: how this proxy may be cast).
Any vacancy in the Executive for any reason shall, through appointment, be filled by the Board until the next Biannual General Election.

ARTICLE 11. FINANCIAL

Administration
1. The fiscal year-end of the Association shall be on the last day of December of each year.
2. The Council shall authorize the hiring of support staff at such time as it is deemed necessary, subject to the prior recommendation of the Executive.
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:
1. Within fifty-six (56) days of the Annual Council 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.
2. Within fifty-six (56) days of the Annual Council Meeting, any Resolutions passed by the Association pursuant to the aims and objectives of the Association or Bylaws shall be filed with the proper Government agencies in duplicate.
3. All such returns are to be prepared by the outgoing officers and witnessed by the new officers. During this time, it shall be the duty of all council 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:
1. 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 as per ARTICLE 11 Paragraph D.
2. All contracts and documents requiring execution by the Association shall be signed by any two of the following: The President; the Treasurer; or the Secretary.
Auditing:
1. The books, accounts and records of the Treasurer shall be audited at least once yearly by a duly qualified accountant or by any two other Association officers appointed by the President.
2. 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.
3. The books and records of the Association may be inspected by any Chapter President or Chapter Representative at the Biannual Membership Meeting, provided for herein, or at any time upon giving a reasonable notice and arranging a time satisfactory to the officer or officers having charge of same.
4. Any member of the Council shall at all times have access to such books and records.
Banking:
1. The Executive may open 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.
2. Each Committee may, subject to the approval of the Executive, open one or more bank accounts for that Committee.
3. For the purpose of carrying out the Association's objectives, the Executive 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 Secretary or Treasurer, and as signed as per ARTICLE 11, Paragraph D.
Authority for Expenditures: The President and the Secretary or Treasurer have the authority for expenditure. They may, in turn, delegate this authority, with the permission of the Board, for special purposes and functions to other persons.

ARTICLE 12. 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 Associations/ Conventions, attend clinics, festivals, etc. sponsored by the Association, and have voting privileges in accordance with their class of membership.

ARTICLE 13. 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 however, that the members shall have acted at all times without fraud, dishonesty, or gross misconduct or neglect of duty.

ARTICLE 14. 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 Council.

ARTICLE 15. 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 Council 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 16. 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 Council at the final meeting of resolution.

Reviewed: 1991-03-12
Amended: 1996-12-17
HTML Edition (no content changes made): 2002-07-28

World Association for Symphonic Bands and Ensembles Articles of Association