MDBA BYLAWS
Article I. NAME
Section 1.01 The name of the Association is “The Million Dollar Band Association” (hereinafter “the Association.”) The Association is a non-profit, unincorporated association of alumni and friends of The University of Alabama Million Dollar Band, and is a recognized support group of The University of Alabama.

Article II. PURPOSES AND OBJECTIVES
Section 2.01 The purposes of the Association are to actively assist, enthusiastically support, and aggressively promote The University of Alabama Million Dollar Band and The University of Alabama through all reasonable and appropriate means. To accomplish these purposes, the Association shall pursue vigorously the following objectives:

(a) Raise money through regular membership contributions, special solicitations for donations, and other appropriate methods so as to provide marching band scholarships and other meaningful financial support to student musicians participating in the marching band;

(b) Assist in the recruitment of prospective marching band students, and encourage and support the current marching band membership, all under the direction and supervision of the Director and staff of The Million Dollar Band and representatives of The University of Alabama;

(c) Communicate regularly with the alumni and friends of The Million Dollar Band, involve as many alumni and friends as possible in the work of the Association, plan and implement Band-related activities and events for alumni and friends at alumni band day an other occasions, perform on-field as “The Million Dollar Alumni Band” at least once annually, and provide such information and programs to Band alumni and friends as from time to time may be useful and appropriate for the Association to undertake or disseminate;

(d) Act as the primary spokesperson organization on behalf of the alumni and friends of The Million Dollar Band and act as a positive advocate for the interests of the Band and its alumni and friends;

(e) Support and implement, insofar as is reasonably within the Association’s power, the ongoing work, policies, and objectives of the Director and staff of the marching band;

(f) Foster and maintain cordial working relationships, cooperating as closely as is useful and productive, with The University of Alabama National Alumni Association, Capstone Foundation, Inc., and other various components or groups affiliated with The University of Alabama, as well as with the University itself.

Article III. MEMBERSHIP
Section 3.01 Membership in the Association is open to all friends and supporters of The University of Alabama Million Dollar Band, without regard to whether the membership or prospective member is an alumnus or alumnae of The Band or of The University of Alabama. There shall be seven (7) classifications of membership in the Association: (1) Basic Membership; (2) Basic Couple; (3) Silver Level; (4) Gold Level; (5) Lifetime Membership; (6) Platinum Level and (7) Scholarship Level. All members, regardless of classification, shall be entitled to vote at the general meetings of the Association, and may participate in the on-field activities of The Million Dollar Alumni Band.

Section 3.02 The general membership of the Association shall meet annually on the campus of The University of Alabama on the day designated as alumni band day at a place and at an hour generally made known through public dissemination, and no further notice of the annual general membership meeting shall be necessary or required. Special meetings of the general membership may be called by the President or by a majority of the members of the Board of Directors upon written notice mailed to all then-current members of the Association, which such notice shall be given not more than sixty (60) days nor less than ten (10) days in advance of any such special meeting. The requirement of mailing the notice may be fulfilled by printing the same in any newsletter published by the Association or electronic mail and provided to all members. Ten percent (10.0%) of the then-current members in good standing shall constitute a quorum at any annual or special meeting of the general membership.

Section 3.03 Basic Membership: A Basic Member of the Association is any person who makes a financial contribution of not less than thirty-five dollars ($35.00) annually. Regular membership in the Association shall be restricted to natural persons only.

Section 3.04 Basic Couple Membership: Married couples who make a financial contribution of not less than sixty dollars ($60.00) annually.

Section 3.05 Silver Level Membership: A Member of the Association who makes a financial contribution of not less than one hundred dollars ($100.00) annually.

Section 3.06 Gold Level Membership: A Member of the Association who makes a financial contribution of not less than five hundred dollars ($500.00) annually.

Section 3.07 Life Membership: A Life Member of the Association is any person who has made a one-time cash contribution of not less than $1,500.00, or who has made cash contributions of not less than $1,500.00 total over a three (3) year period, or who has made cash contributions of not less than $2,000.00 total over a five (5) year period, and who after such contributions have been completed thereafter requests to be recognized as a Life Member. A Life Member also is any person who currently serves, or who at any time in the past has served, in the capacity as Director of The University of Alabama Million Dollar Band. A Life Member shall have no obligation to make any further financial contributions to the Association as a condition of any privileges pertaining to his or her membership. Life membership in the Association shall be restricted to natural persons only.

Section 3.08 Platinum Membership: A Member of the Association who makes a one-time contribution of not less than five thousand dollars ($5,000.00). This member may have his/her name engraved on a Million Dollar Band owned instrument.

Section 3.09 Scholarship Level Membership: A member of the Association who makes a one-time contribution of not less than five thousand dollars ($5,000.00) in one year. This membership entitles a scholarship to be named in your honor to be given to a Million Dollar Band member.

Section 3.10 Honorary Membership: An Honorary Member of the Association is any person who, upon recommendation of the Board of Directors, is publicly recognized and confirmed by affirmative vote of the general membership to be an Honorary Member. Although there are no inflexible criteria for Honorary Membership, it is expected that a person recognized as an Honorary Member generally shall be an individual who has made a special or unique contribution (not necessarily financial) to the Band or to the Association, or whose extraordinary dedication to the purposes and objectives of the Association is deemed worthy of special recognition and honor. An Honorary Member shall have no obligation to make any financial contributions to the Association as a condition of any privileges pertaining to his or her membership.

Section 3.11 Contributors other than members: The Association encourages financial contributions in any amount. The Association may accept contributions from any person and from any source, irrespective of whether the contributor requests, expects, or declines to become or remain a member, and regardless of whether the dollar amount of the contribution qualifies the giver for one of the three (3) recognized membership categories. Non-member contributors shall be welcome to attend any meetings or events sponsored by the Association, but non-members shall not be entitled to vote or otherwise participate in any business of the Association, and shall not be entitled to participate in the on-field activities of The Million Dollar Alumni Band.

Section 3.12 Period of Membership: The period of regular membership will extend from January 1st through December 31st. Memberships will become active upon the date of dues receipt by the Capstone Foundation, regardless of that date, and will extend until the following December 31st. In order for members to be eligible to participate in alumni band day functions, dues must be received prior to that date. Letters for alumni band day will be sent to active and inactive members with a valid address on file with the Association office.

Article IV. GOVERNANCE
Section 4.01 Board of Directors: Except as otherwise specifically provided in these Bylaws or required by applicable law, the business and affairs of the Association shall be conducted by the Board of Directors, all members of which (except the student member) shall be members in good standing of the Association. The Board of Directors shall have the power and authority to act for and on behalf of the Association, and as the Association’s act and deed, in all matters not specifically reserved in these Bylaws unto the general membership at large.

Section 4.02 The Board of Directors shall consist of the following official positions, each of whom shall have one (1) vote, as follows:
(a) The President of the Association
(b) The Vice President of the Association
(c) The Immediate Past-President of the Association
(d) The Secretary of the Association
(e) The Treasurer of the Association
(f) The Director of The Million Dollar Band
(g) Various at-large board members appointed by the President.
(h) One (1) current student member of the marching band appointed by the Director
(i) President Emeriti
The President, Vice President, Immediate Past-President, Secretary, Treasurer, and Director of The Million Dollar Band, shall each serve on the Board of Directors by virtue of the particular office, which he or she holds, and shall continue to sit on the Board as long as he or she still holds such office. The elected members of the Board of Directors shall assume the responsibilities of their office on January 1 following their election. President Emeriti shall serve on the board for life after completing the stated term of office for the Immediate Past President. The Director of The Million Dollar Band appoints the student member of the Board of Directors. In case of a vacancy on the Board of the student member, the Director of The Million Dollar Band forthwith shall appoint another current marching band member to serve as the student member of the Board of Directors. In case of a vacancy on the Board of one or more of the at-large members, the President of the Board of Directors shall appoint the successor members to serve out the unexpired term or terms. No at-large member of the Board of Directors shall serve more than four (4) years as an at-large member of the Board. The Board of Directors is empowered to remove from office any officer or any member of the Board of Directors for malfeasance in office or for any willful actions detrimental to the manifest interests of the Association, the Band, or The University. The Board of Directors shall meet at least one (1) time during the year in addition to any meeting held at alumni band day, with such meeting or meetings to be called by the President or upon the written notice of not less than five (5) other members of the Board. Notices of any called Board meeting shall be given by mail or electronic mail to all Board members not less than ten (10) days in advance of such meeting, which notice shall specify the date, time and place thereof. Five (5) members of the Board shall constitute a quorum for the undertaking of any and all business. All meetings of the Board of Directors shall be held within the State of Alabama. All meetings of the Board of Directors shall begin as open meetings, and all members of the Association shall be entitled to attend and observe any such meeting. If in the course of any Board of Directors meeting it shall become necessary or advisable to close the meeting for the purpose of an executive session to discuss or act upon any particular item of sensitive or confidential business, a majority vote of Directors present shall be sufficient to close the meeting to all persons except members of the Board of Directors and members of the Presidents Council. Provided, however, that after such time as the item of business for which the executive session was undertaken has been fully discussed or acted upon, the meeting again shall be declared open for all members who wish to attend and observe, and if any action in fact is taken by the Board while in executive session, said action shall be included in the minutes and reported to all members assembled when the meeting is reopened. It shall not be necessary to include in the minutes or give a report of any discussions in executive session, which did not result in the Board actually taking any action.

Section 4.03 Presidents Council: The Association shall recognize a Presidents Council, which shall be composed of all Past-Presidents of the Association (including the Immediate Past President), together with the current Director of The Million Dollar Band and any person at any time in the past who served as Director of The Million Dollar Band. The Presidents Council shall have no formal power or authority, but from time to time may offer appropriate advice and counsel to the officers, the Board of Directors, and the general membership. The Presidents Council shall not be required to meet as a body, but it may do so upon the call of the Immediate Past President or the Director of The Million Dollar Band. Meetings of the Presidents Council, if any, may be completely informal, as befits its advisory nature, with no specific notice or quorum requirements, and any such meetings shall be chaired by the Immediate Past President or his or her designee. Individual members of the Presidents Council shall have the right and privilege to attend and participate in any and all meetings of the Board of Directors; however, only members of the Board of Directors as set forth in Section 4.01 hereinabove are entitled to vote at a Board of Directors meeting.

Section 4.04 President: The President shall be elected by the general membership of the Association at the annual alumni band day meeting. The President of the Association shall serve a term of two (2) years, after which he or she automatically shall assume the office of Immediate Past-President and be granted Lifetime membership in the Association. The President, working together with the Board of Directors, shall formulate a plan and program of work for the Association during the term of his or her office, and shall be primarily responsible for seeing to the implementation of such plans and programs as the Board approves. The President shall be the principal spokesperson for the Association and shall represent the Association in all dealings with the membership, The Million Dollar Band, the University, and the public. The President shall preside at all meetings of the Association and the Board of Directors. The President shall serve as Chair of The Nominating Committee, shall appoint the Chairs of all ad hoc committees, and shall serve as an ex officio member of all committees of the Association. In the event of any vacancy in the office of President, the Vice President shall assume the duties of President for the balance of the unexpired term.

Section 4.05 Vice President: The Vice President shall be elected by the general membership of the Association at the annual alumni band day meeting. The term of the Vice President shall be two (2) years. The Vice President shall chair the Events Committee of the Association, and shall perform any and all such other duties as may be prescribed by the President or the Board of Directors. In the event of any vacancy in the office of Vice President, the Board of Directors shall designate a member of the Association (possibly, but not necessarily, a member of the Board of Directors) to undertake the duties of Vice President for the balance of the unexpired term.
Section 4.06 Immediate Past-President: The Immediate Past-President shall serve a term of two (2) years. The Immediate Past-President shall chair the Presidents Council and shall serve on other committees as needed. The Immediate Past-President also may agree to perform any such other duties as may be requested of him or her by the President or Board of Directors. In the event of any vacancy in the office of Immediate Past-President, the Board of Directors shall designate any other willing and able Past-President to serve in the place and stead of the Immediate Past-President, including service as a voting member of the Board of Directors.
Section 4.07 Secretary: The Secretary shall be elected by the general membership of the Association at the annual alumni band day meeting to two (2) years in office; however, the Secretary shall be eligible for reelection at subsequent general membership meetings with no limitation upon the number of consecutive terms. The Secretary shall keep and preserve the permanent records of the Association and shall prepare minutes of each general membership meeting and meetings of the Board of Directors (for which he or she also shall serve as Secretary). The Secretary shall work closely with the National Alumni Association and Capstone Foundation, Inc., so as to monitor the Association’s ongoing membership and contribution situation, and so as to acquire and maintain an up-to-date listing of all Association members and contributors. The Secretary shall chair the Membership Committee and shall have oversight over the Association newsletter and other means of communication with the membership and contributors. The Secretary shall give current membership reports to each meeting of the Board of Directors and to the annual general membership meeting at Homecoming. In the event of any vacancy in the office of Secretary, the President shall designate a member of the Association to fulfill the duties of Secretary of the balance of the unexpired term, and with the concurrence of a majority of the Board of Directors, the President’s said designee shall also serve as a voting member of the Board of Directors for the unexpired term.

Section 4.08 Treasurer: The Treasurer shall be elected by the general membership of the Association at the annual alumni band day meeting to two (2) years in office; however, the Treasurer shall be eligible for reelection at subsequent general membership meetings with no limitation upon the number of consecutive terms. The Treasurer shall keep and preserve the permanent financial records of the Association. The Treasurer shall work closely with the National Alumni Association and Capstone Foundation, Inc., so as to monitor the Association’s ongoing contribution situation, and so as to acquire and maintain an up-to-date listing of all Association contributors. To the extent it proves necessary for the Association from time to time directly to receive or handle any monies, the Treasurer shall be responsible for securing such funds and accounting for the same to the Association and to Capstone Foundation, Inc. The Treasurer shall give current financial reports to each meeting of the Board of Directors and to the annual general membership meeting at alumni band day. In the event of any vacancy in the office of Treasurer, the President shall designate a member of the Association to fulfill the duties of Treasurer of the balance of the unexpired term, and with the concurrence of a majority of the Board of Directors, the President’s said designee shall also serve as a voting member of the Board of Directors for the unexpired term.
Section 4.09 Compensation: No officer, member of the Board of Directors, member of the Advisory Council, nor any member of the Association, shall be entitled to demand or receive any monetary compensation for any service rendered to the Association merely by virtue of any office held or any voluntary service performed.

Article V. COMMITTEES
Section 5.01 Standing Committees: The Association shall have, constitute and recognize four (4) standing committees: (1) Events Committee; (2) Membership Committee; (3) Nominating Committee; and (4) Budget Committee. The membership of each committee is limited to current members of the Association in good standing. The standing committees of the Association shall be composed of not fewer than three (3) members.

Section 5.02 Events Committee: The Events Committee shall be responsible for planning and implementation of all events sponsored by the Association, including specifically all social events surrounding alumni band festivities, membership reception, and annual meeting. The Vice President shall serve as Chair of the Events Committee and shall appoint subcommittee chairpersons as needed for each event.

Section 5.03 Membership Committee: The Membership Committee shall be responsible for the active recruitment, enlistment, servicing and retention of all members of the Association. The Membership committee shall work closely with the National Alumni Association and Capstone Foundation, Inc. so as to utilize up-to-date and accurate records and thus to optimize membership recruitment and retention efforts. The Secretary shall serve as Chair of the Membership Committee.

Section 5.04 Nominating Committee: The Nominating Committee shall be responsible for presenting to the general membership at each regular general meeting thereof the name of not less than one eligible and willing candidate for election to each of the following Association offices to be filled by election as such meeting: President, Vice President, Secretary, Treasurer. The President shall serve as Chair of the Nominating Committee.

Section 5.05 Budget Committee: The Budget Committee shall assist the Board of Directors in planning all financial affairs of the Association. The Treasurer shall serve as chairperson of the Budget Committee and report directly to the President of the Board of Directors.

Section 5.06 Ad Hoc Committee: The President shall appoint such ad hoc committees and the Chairs thereof as he or she may deem advisable, or as directed by the Board of Directors, to address specific needs outside the normal scope of the work of the standing committees. Each ad hoc committee shall exist only as long as reasonably necessary to complete the specific task assigned to it, and shall make a final report of its actions, together with any recommendations, to the Board of Directors at the conclusion of its work. The Board of Directors shall be empowered to accept, reject, or take under advisement any report of an ad hoc committee, to table or to act upon the recommendations of the same or to report out any findings or recommendations thereof to the general membership, all as the Board of Directors may determine in the exercise of its discretion.

Article VI. FINANCIAL MATTERS
Section 6.01 It is the intent of the Association to organize and govern itself so that the financial contributions made by its members shall qualify as tax-deductible contributions under the provisions of the Internal Revenue Code. For this purpose, the Association has documents on file with the Alabama Secretary of State and the U.S. Internal Revenue Service certifying the Association as a non-profit organization. The Association shall maintain as much independence and flexibility as possible with regard to the planning and implementation of fundraising activities and promotions, and with regard to the appropriate expenditure of contributed funds to further the purposes and objectives of the Association. The Association shall maintain appropriate records with regard to the planning and expenditure of contributed funds to further the purposes and objectives of the Association. The fiscal year of the Association shall be concurrent with the fiscal year of Capstone Foundation, Inc.

Article VII. MATTERS RESERVED TO THE GENERAL MEMBERSHIP
Section 7.01 Pursuant to Section 4.01 hereof, the Board of Directors shall have full and complete power and authority with regard to the management of the affairs of the Association, and is completely empowered to take any and all legal actions on behalf of the Association, and as the Association’s own act and deed, excepting the following particular matters, the authority for which hereby expressly is reserved to the general membership as a whole:

(a) Amendment of these Bylaws may be accomplished only by the affirmative vote of two thirds (2/3) of members present and entitled to vote at any annual or special meeting of the general membership as a whole. Notice of the intent to present a proposed amendment to these Bylaws, which notice shall contain a fair summary of the proposed amendment, shall be mailed to all then-current members of the Association not more than sixty (60) days nor less than ten (10) days prior to the meeting at which the proposed amendment is to be presented for a vote. The requirement of mailing the notice may be fulfilled by printing the same in any newsletter published by the Association and provided to all members. A full and complete copy of the text of the proposed amendment itself shall be made available for the review and inspection of any member present at the commencement of the meeting, and sufficiently in advance of any vote so as to allow every member wishing to do so time to read, discuss, and consider the merits thereof.

(b) Dissolution, disbandment, merger, or other organic change in the basic structure of the associational entity itself; including but no limited to the incorporation of the Association or any other change in its legal status, may be accomplished only by a three-quarters (3/4) vote of the general membership present and entitled to vote. Any vote to approve or to disapprove the taking of any such action may be accomplished in the same manner and with the same notice as required for amendments to these Bylaws, all as set forth in subsection (a) immediately aforesaid.

(c) Any and all other actions as expressly required by the applicable law of the State of Alabama or of the United States of America to be accomplished or effected by a vote of the general membership of an unincorporated association, and not permitted to be delegated to the governing board thereof, the provisions of Section 4.01 and of this Article VII to the contrary notwithstanding.

ENDTHE ABOVE AND FOREGOING BYLAWS UNANIMOUSLY WERE ADOPTED BY THE MEMBERS OF THE MILLION DOLLAR BAND ASSOCIATION BOARD AS THE NEW BYLAWS OF THE MILLION DOLLAR BAND ASSOCIATION AND WILL BE PRESENTED FOR APPROVAL AT THE GENERAL MEETING IN 2004.