The Concord Band Board
The 7-member band board of trustees is elected by the membership to staggered 2-year terms. The specific roles are determined by mutual agreement within the board itself.
John Rabinowitz, president (2012-2023)
James Dorney, vice president (2022-2024)
Jean Patterson, secretary, 51 Walden representative (2018-2023)
Kenneth Troup, treasurer, publicity (2011-2024)
Cindy Blanchard, member (2020-2024)
David Tweed, personnel (2003-2024)
David Southard, webmaster (2022-2024)
Dan Diamond, emeritus (2003-2023)
The Declaration of Trust
Declaration of Trust made as of the 13 day of May, 1968, by William Siebert, Jeanne Traphagan, Ralph Cataldo, Harold Sauer, Robert Lukens, Truman Gray and William Phelan, who hereby declare and agree that they have received this day the sum of Ten Dollars ($10) and that they will hold and manage the same, and any additions to it, IN TRUST, as fol1ows:
FIRST: This trust shall be called "Concord Band Association".
SECOND: The Trustees may receive and accept property, whether real, personal or mixed, by way of gift, bequest, or devise, from any person or organization, to be held, administered, and disposed of in accordance with and pursuant to the provisions of this Declaration of Trust; but no gift, bequest or devise of any such property shall be received and accepted if it be conditioned or limited in such manner as shall require the disposition of the income or its principal to any person or organization other than a "charitable organization" or for other than "charitable purposes" within the meaning of such terms as defined in Article Third of this Declaration of Trust, or as shall, in the opinion of the Trustees, jeopardize the Federal income tax exemption of this trust pursuant to section 501(c)(3) of the Internal Revenue Code of 1954, as now in force or afterwards amended.
A. The principal and income of all property received and accepted by the Trustees to be administered under this Declaration of Trust shall be held in trust by them and used for the sponsorship and performance of wind band and other instrumental musical concerts, the dissemination of information and education of the general public as to music performed by wind instruments, and the encouragement of patriotism and civic pride by participation in parades and other civic functions. The activities of the Association shall be directed not only to the citizens of Concord, Massachusetts but also to residents of Massachusetts generally and beyond. The Association shall particularly maintain a concert wind band which shall give regular public performances, but its activities shall not necessarily be limited to the maintenance of such band. No part of the net earnings of the Association shall inure to be payable to or for the benefit of any private member or individual, and no substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, or the participation in, or intervention in (Including the publishing or distributing, of statements), any political campaign on behalf of any candidate for public office.
B. The Association shall continue forever unless the Trustees terminate it and distribute all of the principal and income, which action may be taken by the Trustees at any time with the consent of at least a majority of the members of the Association expressed either at a meeting called for the purpose or in writing. On such termination, the trust fund as constituted shall be distributed to or for the use of such charitable organizations, in such amounts and for such charitable purposes as the Trustees shall then select and determine.
C. In this Declaration of Trust and in any amendments to it, reference to "charitable organizations" or "charitable organization" mean corporations, trusts, funds, foundations, or community chests organized and operated exclusively for charitable, scientific, or educational purposes, no part of the net earnings of which inures or is payable to or for the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation, and which do not participate in, or intervene in (including the publishing or distributing of any political campaign on behalf of any candidate for public office. It is intended that the organization described in this paragraph C shall be entitled to exemption from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954, as now in force or afterwards amended.
D. In this Declaration of Trust and in any amendments to it, the term "charitable purposes" shall be limited to and shall include only religious, charitable, scientific, literary, or educational purposes within the meaning of those terms as used in section 501(c)(3) of the Internal Revenue Code of 1954 but only such purposes as also constitute public charitable purposes under the law of trusts of the Commonwealth of Massachusetts.
FOURTH: This Declaration of Trust may be amended at any time or times by written instrument or instruments signed and sealed by the Trustees, and acknowledged by any of the Trustees, provided that such amendment is consented to by at least a majority of the members of the Association expressed either at a meeting called for the purpose or in writing, and provided further that no amendment shall authorize the Trustees to conduct the affairs of the Association in any manner or for any purpose contrary to the provisions of section 501(c)(3) of the Internal Revenue Code of 1954 as now in force or afterwards amended. An amendment of the provisions of this Article Fourth (or any amendment to it) shall be valid only if and to the extent that such amendment further restricts the amending power granted hereby. All instruments amending this Declaration of Trust shall be noted upon or kept attached to the executed original of this Declaration of Trust held by the Trustees.
A. Members. The members of the Association shall constitute those persons who shall have attended at least 8 rehearsals out of 12 successive rehearsals, who shall have paid such dues as shall currently be assessed by the Trustees, and/or who shall possess such other qualifications or participate in the activities of the Association as the Trustees may determine. Students below college level may not become members unless approved by the Trustees. The Trustees shall designate from time to time those persons who have been approved as members of the Association and the membership list as maintained by the Secretary shall constitute the official list. Members are expected to attend rehearsals and to participate in public performances sponsored by the Association. At least once during each year the Trustees shall review the membership list and at their discretion may remove the name of any member who attends less than two-thirds of the rehearsals and performances sponsored by the Association during the preceding twelve months or of any member who shall not have paid his dues during such period.
During the month of October in each year there shall be an annual meeting of members to elect Trustees and to hear the reports of officers and to transact such other business as shall be appropriate. Additional meetings of members may be called by the Trustees at any time and must be called upon the request of at least one-tenth of the members. Any such request for a meeting shall specify the purpose for which the meeting is to be called. The members shall be notified of the time, place and purpose of all meetings at least one week before the date of the meeting. Announcement at a rehearsal shall be considered sufficient notice for all meetings except the annual meeting, notice of which shall be by mail. At any meeting members shall vote in person or, at the election, of the Trustees, by proxy. At least 50% of all members, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the members except that a lesser number may adjourn a. meeting to a future time and place. Except as provided, otherwise in this Declaration of Trust, all decisions at a meeting of members shall be by a majority of the members voting.
B. Trustees. The original Trustees shall consist of those persons executing this Declaration of Trust. Three of such persons shall hold office until the next annual meeting, of members and four of such persons shall hold office until the second annual meeting of members. No person shall be eligible for election as a Trustee unless he shall have been a member of the Association for at least six consecutive months next prior to his election as Trustee. Trustees shall hold office until the second annual meeting following their election. The first annual meeting shall elect three Trustees, the second annual meeting shall elect four Trustees, and thereafter at each annual meeting the members shall elect, alternately, three and four Trustees. Any Trustee under this Declaration of Trust may by written instrument, signed and acknowledged, resign his office. Vacancies among the Trustees may be filled by the members at any annual or special meeting of members for the unexpired term of the Trustee whose resignation or other disability caused the vacancy. Successor Trustees shall have the same powers, rights and duties, and the same title to the trust estate jointly with the surviving or remaining Trustees as if originally designated herein. None of the Trustees shall be required to furnish any bond or surety. None of them shall be responsible or liable for the acts or omissions of any other of the Trustees or of any predecessor or of any custodian, agent, depositary or counsel selected with reasonable care. The Trustees, whether original or successor, for the time being in office shall have full authority to act even though one or more vacancies may exist. The Trustees are authorized to pay themselves amounts for reasonable expenses incurred and reasonable compensation for services rendered in the administration of this Trust.
At least three weeks before each annual meeting of members the Trustee shall appoint a nominating committee of at least three members. The nominating committee shall designate at least one nominee for each vacancy among the Trustees to be filled at the forthcoming annual meeting of members and shall deliver its report to the members with the notice of the meeting at least one week prior to the date set for such meeting. Additional nominations may be made by members at the annual meeting. Any Trustee may be removed from office by the vote of at least two-thirds of the members present and voting at any annual or other meeting of members called for the purpose.
The Trustees shall act at duly called and held meetings at which at least a majority are present or may act by the written concurrence of at least two-thirds of their number. When a quorum is present at any meeting, a majority vote shall decide any question. The Trustees shall hold a meeting each year not later than two weeks following the annual meeting of members for the election of officers and for such other purposes as the Trustees shall determine.
SIXTH: The Trustees shall have the entire management and control of all the property and affairs of the Association except as limited by the Declaration of Trust. In extension and not in limitation of the common law and statutory powers of trustees and other powers granted in. this Declaration of Trust, the Trustees shall have the following discretionary powers:
(a) To fix the place and hour of the annual meeting of members.
(b) To determine qualifications of members.
(c) To elect officers, to choose the Music Director and other personnel and to fill vacancies in any office and among the Trustees.
The Music Director appointed by the Trustees shall be responsible to the Trustees and shall serve at their pleasure. He shall have full and complete responsibility for the musical integrity of performances of the Association and in particular shall be responsible for the selection of music, both for rehearsal and performances, the direction of all rehearsals and performances and the selection, with the approval of the Trustees, of such assistants as he may require.
(d) To designate the uniform to be worn at public performances of the band.
(e) To invest and reinvest the principal and income of the Association in such property and in such manner as the Trustees shall deem proper, and from time to time to change investments as they shall deem advisable and to retain any property although some or all of such property is of a kind or size which but for this express authority would not be considered proper; provided, however, that the Trustees shall not invest the property of the Association in such a manner as to violate Section 504(a)(3) of the Internal Revenue Code of 1954 as now in force or afterwards amended.
(f) To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants, contracts, promissory notes, releases and other instruments, sealed or unsealed, incident to any transaction in which they engage.
(g) To employ a bank or trust company as custodian of any funds or securities and to delegate to it such powers as they deem appropriate; to hold trust property without indication of fiduciary capacity but only in the name of a registered nominee, provided that the trust property is at all times identified as such on the books of the Association; to employ clerks, accountants, investment counsel, investment agents and any special services, and to pay the reasonable compensation and expenses of all such services.
SEVENTH: Notwithstanding the powers hereinabove granted to the Trustees under Articles Fifth and Sixth above, they shall not
(a) lend any part of the income or corpus of the Association without the receipt of adequate security and a reasonable rate of interest, to;
(b) pay any compensation, in excess of a reasonable compensation for personal services actually rendered, to;
(c) make any part of the services of the Association available on a preferential basis, to;
(d) make any substantial purchase of securities or other property, for more than an adequate consideration in money or money's worth, from;
(e) sell any substantial part of its securities or other property, for less than an adequate consideration in money or money's worth, to; or
(f) engage in any other transaction which results in a substantial diversion of its income or corpus, to any person who has made a contribution to the Association, any Trustees thereof, any member of the family (as defined in section 267(c)(4) of the Internal Revenue Code of 1954 as in effect at the time of the execution of this instrument or as hereafter amended) of such person or Trustee, or a corporation controlled by such person or Trustee through the ownership, directly or indirectly, of 50 per centum or more of the total combined voting power of all classes of stock entitled to vote or 50 per centum or more of the total value of shares of all classes of stock of the corporation.
EIGHTH: The Trustees' powers are exercisable solely in a fiduciary capacity consistent with and in furtherance of the charitable purposes of the Association as specified in Article Third and not otherwise.
NINTH: The officers of the Association shall consist of a President, a Vice President, a Secretary and a Treasurer, each of which shall be selected annually by the Trustees from among their number at their first meeting following the annual meeting of members. All officers shall hold office for one year or until their successors are chosen and qualified. The officers shall have the powers and perform the duties customarily belonging to their respective offices, and especially:
(a) The President shall be the executive head of the Association and shall preside at all meetings of the Trustees and members, shall exercise supervision over the affairs of the Association and shall aid in the coordination of the work of the Association with that of other organizations with a purpose to foster the enjoyment of music in the community and civic organizations.
(b) The Vice President shall, in the absence of the President, exercise all the powers and duties of that office and shall assist the President in the work of the Association.
(c) The Secretary shall keep records of all meetings of the Association and of the Trustees, shall be responsible for all correspondence, shall maintain attendance records of members for all rehearsals and concerts and shall maintain a list of all members of the Association.
(d) The Treasurer shall collect the dues and disburse the funds of the Association as directed by the Trustees, keep an accurate record of all money received and expended and present a report-at the annual meeting of members summarizing the financial status of the Association.
TENTH: The fiscal year of the Association shall commence on the first day of September in each year and end on the last day of August next following provided, however, that the Trustees may adapt such other fiscal year from time to time as they shall determine.
ELEVENTH: Any person may rely on a copy, certified by notary public, of the executed original of this Declaration of Trust held by the Trustees, and of any of the notations on it and writings attached to it, as fully as he might rely on the original documents themselves. Any such person may rely fully on any statements of fact certified by anyone who appears from such original documents or from such certified copy to be a Trustee under this Declaration of Trust. No one dealing with the Trustees need inquire concerning the validity of anything the Trustees purport to do. No one dealing with the Trustees need see to the application of anything paid or transferred to or upon the order of the trustees or the trust.
TWELFTH: This Declaration of Trust is to be governed in all respects by the laws of the Commonwealth of Massachusetts.
Amendment to Articles of Trust
THIRTEENTH: Affirmative Action. It is hereby affirmed that it is the policy of the Concord Band Association to:
(a) Recruit, hire, elect, appoint and select all personnel for its various activities without regard to race, creed, religion, color, national origin, sex or age and to base all such decisions upon the individual's qualifications and ability to perform the work or role assigned consistent with job or role requirements; and
(b) To administer such actions as the sale of tickets, any rentals or purchases, awards for commissioned works, contributions and social recreational functions without regard to race, creed, religion, color, national origin, sex or age.
The Concord Band Association is committed to the Affirmative Action Program and will ensure full compliance with applicable Federal and State Laws. The fulfillment of such commitment is the responsibility of the Board of Trustees.
November 6, 1983