ARTICLE I: GOALS AND OBJECTIVES

The Ontario Band Association (OBA) is dedicated to serving music directors and students efficiently and visibly to promote and foster excellence in Music Education in Ontario through Band.

• To establish a community of band educators in Ontario

• To identify, create and distribute resource materials amongst band educators

• To organize and plan professional development activities

• To arrange opportunities for collaboration between band educators

• To provide growth opportunities for students

• To raise awareness of the importance of Music Education-Advocacy

ARTICLE II: MEMBERSHIP

Membership in the Ontario Band Association is open to those that support the objectives of the Ontario Band Association.

Regular Memberships:

1. Individual membership.

2. Group or organization membership, with one person acting as its designated representative.

3. Corporate or business membership, with one person acting as a designated representative.

Each individual, group or organization shall have one vote.

Class 1 and 2 memberships shall be: To be determined at Annual General Meeting and reviewed annually.

Class 3 membership shall be: To be determined at Annual General Meeting and reviewed annually.

Membership fee shall be reviewed annually.

Student Memberships:

Student membership is available to post-secondary students studying music in a Ontario College or University.

Student members are not entitled to vote.

The annual student membership fee shall be set at: To be determined at Annual General Meeting and reviewed annually.

ARTICLE III: EXECUTIVE & BOARD

1. Composition:

The Executive shall consist of the following:

President

Vice-President

Treasurer

Secretary

Past-President

The Board shall consist of the Executive and various Directors.

Each Board member is to be elected at a general meeting.

2. Term of Office:

The term of office for any Board member shall be two years. Half of the Board shall be elected each year. (Even years - President, Secretary, three Directors; Odd years - Vice-President, Treasurer, various Directors).

3. Vacancies:

When a vacancy occurs in the Board from any cause other than the normal expiration of term of office, the Board shall appoint a member of the Association to fill the vacancy until an election can be held at the next Annual Meeting.

4. Board Resignations:

A written resignation must be submitted to the Board for the purpose of terminating a position.

5. a) Removal of Board Members

Any Board member shall be subject to removal by a two-third majority vote of the membership present at a general meeting, provided a quorum is present.

b) Removal by Absenteeism

A Board member is deemed to have resigned from office if absent for more than three consecutive Board meetings.

An Executive member is deemed to have resigned from office if absent for more than three consecutive Executive meetings.

6. Duties and Responsibilities of the Executive of the Board:

A. President

The President shall be the Chief Executive Officer of the Association; shall call all regular meetings and, if present, preside at all meetings of the Association; shall sign all instruments which require signature; perform all duties incident to the office and exercise such other powers and perform such other duties as from time to time be assigned by the Executive. The President shall be an ex-officio member of all committees.

B. Vice-President

The Vice-President shall perform the duties of the President in the President's absence or inability to act.

C. Treasurer

The Treasurer shall receive all fees and monies accruing to the Association, dispose of the same as the Executive may direct, keep correct accounts and prepare a statement of income and expenditures of the year ending December 31, and prepare current financial reports as required. The Treasurer shall also chair a Financial Committee (if required) to assist in the duties of this office.

D. Secretary

The Secretary shall keep an accurate and permanent record of the minutes of the Annual, General, Special, Executive and Board meetings of the Association. Minutes shall be available at all meetings for any necessary review. The Secretary shall send notices of general meetings to the members of the Association and also give notice of Board meetings to the Board; shall receive and be responsible for referral, reply and filing of all correspondence. The Secretary shall also chair a committee (if required) to assist in the duties of this office.

E. Past-President

Advise the Executive of past procedures and information to help the organization maintain quality and continuity.

F. Directors

Portfolios to be reviewed annually.

ARTICLE IV: MEETINGS

1. General Meetings:

A. The Annual General Meeting shall be called in the fall of the year at the

discretion of the Board. At this meeting the members shall elect a Board and

shall receive a report from the Executive.

B. Other general meetings may be called by a majority vote of the Board members,

or at the request of seven or more general members.

C. The general membership shall vote on motions presented by the Board. Voting

shall be by show of hands or by secret ballot if requested by a member.

D. A quorum shall consist of a majority of the Board members (with either the

President or Vice-President present) plus an equal number of general members.

E. All members shall be given notice of a general meeting, by post, at least 28 days

before each meeting.

F. All items of business pertaining to a general meeting agenda shall be submitted in writing to the Secretary and postmarked at least 14 days prior to the general meeting.

2. Board Meetings:

A. The purpose of the Board shall be to carry out the objectives of the Association

within the guidelines provided by the constitution; to form or dissolve all

committees; appoint heads of all committees; to fix the time, date and place of all

General, Annual and Special Board meetings; to oversee the Association's

administrative and financial operations.

B. The Board meetings shall be held at least quarterly and at the request of the

President.

C. A quorum of the Board shall consist of five members plus the President or

Vice-President.

3. Executive Meetings:

A. The Executive shall maintain the routine business and administer the financial

operation of the Association within the approved budget. The Executive is

responsible to the Board.

B. The Executive shall meet as required or called by the President. Quorum shall

be three members with the President or Vice-President being one of the three.

ARTICLE V: ELECTIONS

Elections of the Board shall be by acclamation or by secret ballot vote by those members present at the Annual Meeting of the Association. The election procedure shall be as follows:

A. Duties and Responsibilities of the Elections Committee:

The Elections Committee shall solicit, receive and verify nominations for the offices of President, Vice-President, Secretary, Treasurer and Directors. The Election Committee shall present the list of nominees to the membership at the Annual General Meeting. A Board member who is not seeking re-election will be selected by the President and shall chair the Elections Committee.

B. There shall be no vote by proxy.

C. An organization's voting delegate (and/or alternate) must be a bona fide member of said organization and all organization's delegates must have written authorization stating such.

D. Election of Executive Members by Acclamation.

In the event that the number of nominated members equals the number required to fill all vacancies on the Board, the candidates nominated shall be elected by acclamation.

E. Assumption of Office.

Board members elected at the Annual General Meeting shall take office on

January 1.

F. Nominations shall be submitted in writing to the chairman of the Elections

Committee and postmarked at least 14 days prior to the Annual General

Meeting. Nominations must be signed by both the nominator and the nominee. Only members "in good standing" may nominate or run for office.

G. Any member wishing to run for the position of President must first serve a

least one year as a member of the Board in some other position.

H. Members nominated for an Executive position who are not elected to this

position, may allow their names to stand in proceeding elections for other Board

positions.

I. A Board member whose term is not up for re-election, but who wishes to run for an Executive position is not required to resign from their existing Board

position until they have been elected to the new position.

ARTICLE VI: BANKING

The Board shall appoint a Chartered Bank or Credit Union for the Association. All financial transactions must require two signatures. The Board of Directors shall be empowered to designate those Board members and/or the Executive Director, who are authorized in the name of the Association to draw, accept, and sign all or any cheques for the payment of money. No monies shall be borrowed on the credit of the Association only as may be determined by the members at a general meeting, or by the Board when empowered to so act, by resolution of the members at a general meeting.

ARTICLE VII: AUDITORS

The Board members of the Association shall appoint auditor(s) in the fall for the purpose of verifying any and all financial transactions that occurred in the previous fiscal year.

ARTICLE VIII: DISPUTE of INTENT or MEANING of the CONSTITUTION

A. In the event of any dispute as to the intent or meaning of any Article of the

Constitution or of any rule or regulation made, adopted or enacted by the Board, the interpretation by a majority of the Board shall be final and conclusive.

B. Amendments to the Constitution shall be submitted for consideration at the

general meeting in accordance with Article IV, Section 1F (Mailed to the Secretary 14 days prior to the general meeting date). Amendments shall be ratified by a majority vote of a quorum of the membership at a general meeting.

C. All amendments to the Constitution ratified at a general meeting shall take effect at the conclusion of the said meeting.

ARTICLE IX: DISSOLUTION

Subject to Section 47 of the Societies Act, in the event of dissolution of the Association, its property and assets shall, after payment of all liabilities, be donated for any charitable benevolent or educational purpose as may be decided by the membership at a general meeting.

II. Ontario BAND ASSOCIATION

CONFLICT OF INTEREST POLICY

(Revised April 1, 1995)

REASONS FOR THE POLICY:

1. The Ontario Council of Cultural Organizations has asked each member organization to formulate a conflict of interest policy.

2. The Ontario Band Association receives funding from Ontario Lotteries Trust Fund and is therefore involved in a system of "public trusteeship for funds".

3. The "system" is a high profile and publicly sensitive one.

4. The funds controlled by elected representatives of the Ontario Band Association are substantial.

5. The board members of the Ontario Band Association are band directors and others involved in instrumental music who are often personally involved in activities sponsored by the Association.

POLICY GOAL:

It is the intent of the policy to ensure the integrity of the Ontario Band Association through all levels of the organization.

OBJECTIVES:

1. To define conflict of interest and those areas in which perceived conflict must be avoided.

2. To minimize the risk of conflict of interest potential throughout the Ontario Band Association and its membership.

3. To minimize any personal element in conflict issues for both the protection of the individual whose conduct may be under scrutiny, and the integrity of the funding process itself.

4. To provide an acceptable manner of resolving conflict of interest issues.

DEFINITIONS:

1. Volunteer: In the context of this policy, a person who works on behalf of the Ontario Band Association primarily without remuneration except for out of pocket expenses.

2. Staff: Anyone paid by the Ontario Band Association or receiving funds from the Cultural Division of Ontario Lotteries Trust Fund for services rendered, excepting reimbursement of expenses.

3. Conflict of Interest: A volunteer or staff person (individual) shall be deemed to be in conflict of interest where:

A decision being contemplated could benefit the individual or any member of the individual's family with whom the individual has a material interest, or any corporate entity in which the individual or his/her family as described above has an interest, either personally or financially.

- OR -

The individual could use a position of trust to give preferential treatment to one organization at the expense or to the detriment of other organizations to which the individual may also be responsible.

POLICY STATEMENT:

All volunteers and staff covered under this policy shall conduct themselves in such a way as to avoid situations or conflict and potential conflict of interest, whether real or perceived.

RESOLVING CONFLICTS:

1. An individual may remove himself/herself from conflict of interest by excusing himself/herself from committees, meetings, discussions, or situations that may have the potential for conflict.

2. The Ontario Band Association board members may indicate to the President that a conflict of interest exists. At this time the President would discuss the matter with all board members and a recorded vote would be needed to indicate the wishes of the board. If the President is perceived to be in conflict of interest, any board member may make a presentation to the board as stated above.

3. Any conflict of interest that can not be resolved by the Ontario Band Association board may be presented to an arbitrator that is mutually agreed upon by the parties involved for a hearing and judgment.

CONCLUSION:

It is expected by the Ontario Band Association board that the majority of the conflict of interest within the Ontario Band Association is of a minor nature and shall be dealt with at the individual level and at the board level. All staff, board members, individual members, and organizations funded by the Ontario Band Association shall be covered by this policy.

III. ORGANIZATIONAL PROFILE

A) OBA VISION STATEMENT

"The Ontario Band Association believes in enabling the community to experience music and music making through quality instrumental music activities. The Ontario Band Association also believes that in order to promote these experiences from the earliest age, all people in Ontario should be given the opportunity to participate in quality, sequential, curricular band programs delivered by band specialists."

B) OBA MISSION STATEMENT

The Ontario Band Association (OBA) is dedicated to serving music directors and students efficiently and visibly to promote and foster excellence in Music Education in Ontario through Band.

C) ORGANIZATIONAL HISTORY

Historical Timeline:

Inaugaral meeting January 2001

OBA inception announced at Unionville Conductor's Symposium 2001 (March)

Assist with organization of 2001 Durham Music Festival

IV. THE ROLE OF THE BOARD: BOARD DUTIES AND

RESPONSIBILITIES

A) GOVERNING AUTHORITY:

The members of the Board of Directors of an Association are the people responsible for governing and controlling the overall direction and development of the Association and its services. The Executive Director remains responsible for the day-to-day operations.

Given that the Board members are volunteers and can only dedicate a portion of their time and energy to concerns of the Association, it is necessary that the Board attempt to focus its energies on major and distinct responsibilities. Within the parameters of Board direction, it should be left to staff, who are on a full-time professional basis, to implement the policies and directions of the Board in efficient management and delivery of services of the Association. The governing body of an organization makes decisions regarding policy and allocation of funds. It hires and evaluates the Executive Director, who reports to the Board and is responsible for implementing the policies of the Board.

Although Board members are members of the management team, they have no management function, in the operational sense, with regard to the program services. Powers of the Board can only be exercised by decisions made by the Board itself at properly constituted meetings. An individual Board member cannot exercise any of these powers unless authorized to do so by the Board. Failure to understand this concept can cause considerable internal Board and staff problems and friction.

The Board's power and authority come from the By-laws and Articles of Incorporation of the Association. Decisions regarding overall objectives, policies and goals of the Association are the responsibility of the Board. The Executive Director of the Association is then responsible for the implementation of these policies. Essentially, the Board does not engage in the operations or direct program activities Rather, its main task is to delegate and approve policy and action. By doing so, it plans and controls the overall course and performance of the Association in line with the needs of the membership.

The Board should encourage the members to become involved and to contribute worthwhile ideas to improve the services of the organization. As a Board member, you will be asked, from time to time, about the functions and services of the Ontario Band Association. You represent the Association and the information you present will be considered authoritative.

B) FUNDRAISING:

The members of the Board of Directors are responsible for ensuring that their organization is adequately funded. Should additional funds be required, the Board actively develops and implements a strategy to obtain additional funding. Board members are the best lobbyists an organization can have because they represent a power base of influence (members) and, as unpaid volunteers, they appear more objective in the requests.

C) DUTIES AND RESPONSIBILITIES:

1) Overall Board member's duties and responsibilities include:

- defining and instituting policies and new program services

- monitoring and controlling operations in accordance with goals, policies and powers of the Association

- providing leadership to the organization

- preparing and retaining records of Board meetings, official correspondence and documents

- hiring and evaluation the Executive Director and approving senior staff appointments recommended by the Executive Director

- approving the compensation of staff

- approving the organizational structure of the Association

- designating persons authorized to sign cheques

- calling membership and annual meetings

- electing officers of the Board (where applicable)

- ensuring incorporation of the Board (where applicable)

- adopting and enforcing by-laws in accordance with legal requirements

- prescribing rules respecting administration of the organization

- providing periodic evaluation of the organization and its Executive Director to ensure Association goals and objectives are being met

- maintaining a high level of financial accountability by ensuring the safe administration of funds and an accurate record of financial and other activities

- ensuring expenses and costs remain within budgetary limitations

- approving and promoting a program of public relations and fundraising

- fostering a high level of member participation in the Ontario Band Association activities

2) Duties of Individual Board Members

Preparation for Meetings

Members are expected to prepare for meetings by reading minutes and materials and by noting points they wish to discuss at the meeting.

Active Participation

Members are expected to attend all Board Meetings. If a member is unable to attend they must advise the office in advance of the meeting. Active participation on the Board requires each member to serve on at least one committee, usually as chairperson.

Confidentiality

Items of Board business are confidential by nature and Board members should be aware that although minutes of the meeting are a matter of public record, discussion at the Board level should be considered confidential.

3) Executive Officers' Duties and Responsibilities

President

The President:

1. presides at all meetings of the Board and Executive Committee.

2. calls special meetings when necessary, subject to the limitations contained in the Constitution.

3. organizes and co-ordinates the activities of the Board.

4. ensures that the Ontario Band Association holds firm to its stated purpose, goals, and objectives.

5. ensures that committees meet and carry out their functions.

6. represents the Ontario Band Association in the community.

7. maintains provision for the discharge of the necessary duties of absent or suspended members.

8. sees that the regulations of the Ontario Band Association are enforced.

9. carries out assignments and instructions given to him/her by vote of the members and Board of the Ontario Band Association.

10. is an ex-officio member of all committees (ex-officio: by virtue of one's office or position).

Vice-President

The major responsibility of the Vice-President is to assist the President and to be prepared to perform the duties of the President in his or her absence.

Secretary

The Secretary shall:

1. be responsible for the preparation of all minutes of the Board.

2. ensure that adequate communication exists among members of the Board.

Treasurer

The Treasurer shall:

1. be responsible for Ontario Band Association funds.

2. report to the Board and members the financial status of the Ontario Band Association.

3. ensure that the Ontario Band Association's books are audited annually by an

independent accounting firm.

Past-President

The Past-President shall serve as an advisor to the President.

D) BOARD AND STAFF ROLES

1) Differentiation of Roles

The differentiation of roles and responsibilities between a Board and its staff is more an art than an exact science. Nevertheless, experience demonstrates that over-involvement of either Board or staff in each other's roles and responsibilities can be detrimental to the operation of an Association and distract from its purpose and efficient management.

The organization is based upon a partnership between volunteers (Board) and paid workers (staff). A rewarding, productive partnership is fostered in an environment that has clear policies and goals, and a well-designed administrative structure to implement these policies. Clarity of structure and accountability naturally result in a more effective partnership. Each partner must need and recognize the need for the other.

Probably the most important concern for a Board and its Executive Director is the division of responsibilities between them. An Association that has a clear definition of these mutual roles has a foundation on which to build an effective management team. A lack of understanding of each other's roles usually leads to impulsive decision making and abdication of responsibilities.

The following offers some parameters for Board and staff activities. These parameters include clarification of the expectations and acceptable procedures regarding the handling and communication of staff grievances so as to protect the interests of the individual while also respecting the needs of the organization. This will usually result in problems being solved by those most directly involved. With proper discretion, staff may appeal to higher authority, including that of the Board, but may expect, except for matters of a personal nature, intermediate levels of authority to be consulted before arriving at any resolution of the issue.

RESPONSIBILITY OF: BOARD STAFF

2) Policies - establish and approve all - identify areas where policy policies pertaining to the needs to be developed.

operation of the Association - make management decisions

and its strategic goals and and set management objectives

objectives. for staff and programs.

- operate and deliver service

within the context of policy

established by the Board.

- establish procedures to

translate policy into execution.

3) Fiscal

Management - appoint and approve the - make decisions within the

auditor and banking for lines of the annual budget.

the Association, where - seek approval of the Board for

applicable. extraordinary expenditures

- set priorities and make beyond or outside budget lines.

decisions regarding long -provide monthly statements to

range commitment of the Board with regard to

resources. revenue and expenditures.

- monitor and approve the - initiate budget development

spending estimates and and control procedures so as to

forecasts of the Association provide for good accounting

in accordance with the and forecasting practices.

established budget.

- approve all extraordinary

expenditures and/or specific

funds under Board direction.

- provide an annual statement

of revenues and expenditures

of the Association.

4) Personnel

Management - establish personnel - hire subordinate staff.

policies and benefits to be - administer personnel policies

provided to all staff. and benefits in accordance with

- recruit and evaluate budgetary provisions and

Executive Director. established personnel policies.

- recruit and evaluate staff

within the terms of established

personnel policy and labour

relations agreements.

RESPONSIBILITY OF: BOARD STAFF

5) Personnel

Management (con't) - manage staff with a view to

the development of good

morale and a supportive labour

relations climate.

6) Program

Development

and Planning - long range planning is a - to recommend and implement

direct responsibility of the services authorized by the

Board and depends upon Board.

securing developmental - to develop staff competencies

resources. in the delivery of established

- the Board will approve services.

the range and scope of - to provide for the efficient

programs and services to management of the

be delivered. Association's resources in the

delivery of the approved

services.

- to initiate and develop models

of operation and program

activities in order to provide for

quality of service and

professional development.

7) Evaluation - to establish means and - to implement documentation

mechanisms to evaluate and record keeping that will

the overall efficiency and allow review and audit of the

effectiveness of the fiscal and program operations

organization and its of the organization.

services. - evaluate component parts of

- the Board should the Association or programs.

establish a policy manual

that will outline the

objectives of the Association

and the parameters of its

service responsibilities.

While the foregoing is not an exhaustive list and serves only to outline the parameters of Board and staff interaction, it does identify the need for understanding by both the Board and staff with regard to their appropriate roles and responsibilities.

The training of staff to deliver programs and services is usually of paramount concern. It is also very important to provide appropriate and complete orientation and training to new Board members so they can assume their tasks with a sense of competency The competencies of staff should be balanced by those of the Board if an equilibrium is to be maintained in arriving at decisions and providing for the ongoing positive direction of the Ontario Band Association.

E) WHAT THE BOARD VOLUNTEERS AND STAFF BRING TO THE TEAM

Board Staff

- expertise in a variety of technical areas which - expertise in profession.

the organization could not pay for. - basic knowledge of the organization.

- influence to attract financial resources, human - objectivity in reaction to Board suggestions

resources and public resources. - ability to interpret Board policy decisions

- an objective point of view; the capacity for and action to lower echelon staff.

critical review. - due to their unique position as the bridge

- knowledge of various facts about the between Board and organization, and

community. between Board members, the staff can

- ability to effect change in the organization. co-ordinate Board activities and spot

- collective wisdom. problems and pitfalls before Board

- continuity of policy and program. volunteers are generally able to.

- preservation of the democratic process.

- the sanction of the various external publics.

- the ability to be spokesmen.

F) WHAT BOARD VOLUNTEERS and STAFF CAN REASONABLY EXPECT

OF EACH OTHER

Board Expectations of the Staff: Staff Expectations of the Board:

- attention to details of meetings, - easy access by phone or visitation.

conferences, etc. - fulfillment of commitments within agreed

- judicious use of time. upon deadlines.

- complete, concise, and accurate information. - leadership rather than "followership";

- candor in individual and organizational initiation rather that response.

relationships. - sensitivity to staff's organizational

- prompt return of phone calls. problems.

- prompt response to requests for information. - support in controversial situations.

- meeting of agreed upon deadlines, with - candid performance appraisal and

notification if deadlines cannot be met. assistance in performance.

- adequate preparation for meetings in which - loyalty, confidentiality.

Board volunteers must play a leadership role. - organizational knowledge and ability.

V. GENERAL GUIDELINES WHICH APPLY TO ALL COMMITTEES

A) ESTABLISHMENT

All committees are established by the Ontario Band Association Board of Directors.

B) PURPOSE

All Committees are established to streamline the operation of the full Board. They serve the following purposes:

a) to study the issues to be acted upon by the full Board

b) to widen the base of information

c) to initiate new ideas for review by the full Board

d) to recommend actions to be taken by the Board

e) to carry out programs and actions approved by the Board

f) to assimilate, analyze, and evaluate information for the Board.

C) COMPOSITION

All Committees will include a Chairperson, the President (ex-officio), the Executive Director (ex-officio), additional voting committee members, all of whom will be Ontario Band Association members.

The number of additional voting committee members will be determined by the Board of Directors for each individual committee. If the committee chairperson wishes to increase the size of a Board approved committee, he must seek and receive the approval of the president. This action must then be formally approved at the next board meeting.

D) AUTHORITY

Committees have no final authority. All decisions must be approved by the Board prior to any actions being undertaken.

E) ORGANIZATION

a) A committee chairperson will be appointed by the Board of Directors.

b) The number of additional committee members will be determined by the Board. Committee members will be selected by the chairperson with advice from the President and Executive Director.

c) A Secretary will be appointed from the committee by the chairperson.

d) The number, structure, and selection of non-voting committee resource persons and task force members will be determined by the committee.

F) PROCEDURES

a) All committee meetings and/or conference calls will be called by the committee chairperson as required.

b) The committee chairperson will submit a report to the Board listing tasks to be assumed by the committee and projected dates for completion. Some dates and tasks may be assigned by the Board.

c) A written account of each committee meeting will be submitted to the chairperson, President, and Executive Director by the committee Secretary.

d) The chairperson will submit a committee report to the main office prior to Board meetings. The report will be distributed and presented at the Board meeting.

e) A simple majority is considered a quorum at committee meetings.