HME ARTICLES OF ASSOCIATION
 Sudbury Ancient Fyfe & Drum Companie
Last Modified 15 September 1999 		ORG

1. NAME

The name of this organization shall be the Sudbury Ancient Fyfe and Drum Companie. The term Companie will be used in this document in lieu of the full name when there is no ambiguity. Members may be referenced as Sudbury Ancients.

2. PURPOSE

The purpose of the Companie is to preserve the military music tradition of early America and to educate the public concerning our nation's history, from the Colonial period through the Civil War. Especially important is the raising of public awareness of our country's civilian military traditions.

3. ACTIVITIES

Patriots Day.

Reenactment of patriots' march of 19 April 1775 from Sudbury to Concord. This activity is undertaken in conjunction with the Sudbury Companies of Minute and Militia.

Instruction.

Instruction of interested citizens in:
     - musical performance on U.S. military fifes and drums
     - the dress and customs appropriate to the colonial/revolutionary war period

Exhibitions.

Demonstrations of colonial era fyfe and drum music and colonial era attire, to schools and to the general public. These exhibitions may take the form of staged presentations, or participation in public parades.

Colonial Faire.

Presentation of a colonial faire and fyfe and drum muster once a year, the last Saturday in September. This activity is undertaken in conjunction with the Sudbury Companies of Minute and Militia.

4. MEMBERSHIP [Modified 15 September 1999]

Membership is open to anyone, male or female, over 10 years of age. A requirement for all classes is:
     - the acquisition and wearing of suitable colonial attire at Companie events and Wayside Inn practices

Classes of Membership, Including the Special Requirements for Each

Voting Member

     - a demonstrated musical proficiency on either the fife, rudimental snare drum, or barrel drum, including the mastery of at least 10 tunes or beatings from the Companie repertoire
     - attendance at at least 10 events and 15 practices, or attendance at at least 30%% of the events and practices combined

Member (non voting):

     - a demonstrated musical proficiency on either the fife, rudimental snare drum, or barrel drum, including the mastery of at least 10 tunes or beatings from the Companie repertoire
     - attendance at at least 10 events and/or practices

Associate Member (non voting);

     - attendance at at least 10 events and/or practices
     - nominated and approved by vote of the voting members, done annually

5. MEETINGS

Meetings shall be held periodically, at least twice a year, to
     - select officers
     - establish a schedule of events
     - establish the schedule and venue of practices
     - establish the level of reimbursement to members for travel, colonial clothing, and instruments/maintenance
     - conduct any other business necessary to the running of the Companie

Voting [Modified 15 September 1999]

All members, regardless of age, shall be eligible to participate in Companie deliberations. Only Voting Members may vote in elections and on other issues of interest to the Companie. All decisions and elections shall be by majority vote, except that adoption and modification of the Articles of Association shall be by a two-thirds majority vote.

Quorum

A quorum shall be established when there are at least fifty percent of the voting members present.

Officers

All officers shall be elected by a majority vote of the Voting Members present at a Companie meeting which has been announced to the membership at least two weeks in advance, and which has achieved a quorum. The disposition of the offices of the President and Vice President shall also be made by majority vote. Officers shall serve nominally for two years, but may serve longer, or less, if so voted. Several offices may be combined in one person if circumstances dictate and it is so voted. Additional offices may be created by appointment of the President. The following officers shall be chosen:

President

It shall be the duty of the President to conduct the meetings of the Companie, and to make any required decisions as permitted by vote of the Companie. The office of the President shall be filled by either the Fyfemaster or Drum Sergeant as determined by vote of the Companie.

Vice President

It shall be the duty of the Vice President to carry out the duties of the President on those occasions when the President is not present. The office of the Vice President shall be filled by either the Fyfemaster or Drum Sergeant. (the one that isn't President)

Fyfemaster

It shall be the duty of the Fyfemaster to lead the Companie in performances and parades, to insure that proper instruction is given to all fife recruits, and to insure that a proper level of competence is maintained by all fifers.

Drum Sergeant

It shall be the duty of the Drum Sergeant to lead the drum section in performances and parades, to insure that proper instruction is given to all drum recruits, and to insure that a proper level of competence is maintained by all drummers.

Agent

It shall be the duty of the Agent to serve as point of contact for booking paid engagements and to invoice organizations who have contracted for performances.

Treasurer

It shall be the duty of the treasurer to pay the bills owed by the Companie, to keep the accounts of the Companie, and to prepare any required filings for Federal or State taxes.

Clerk

It shall be the duty of the clerk to maintain Companie records, to conduct Companie correspondence, and to carry out such additional tasks as directed by one of the other officers.

6. REIMBURSEMENT TO MEMBERS

Recognizing that participation in Companie events involves considerable expense to the members for acquisition and maintenance of colonial attire, acquisition and maintenance of instruments, and for travel and sustanence at Companie events, the Companie policy shall provide for a partial reimbursement of these expenses. The exact amount shall be dependent on the funds in the Companie treasury and shall be determined by the Treasurer on a periodic basis, approximately twice a year, and approved by majority vote at a Companie meeting. Since rudimemtal drums are quite expensive, they may be loaned by the Companie to members for use at Companie events.

7. IRS REQUIREMENTS FOR SECTION 501 (c)(3)

     - Notwithstanding any other provisions of these articles, the Companie is organized exclusively for one or more of the purposes as specified in Section 501 (c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC 501 (c)(3) or corresponding provisions of any subsequent law.

     - No part of the net earnings of the Companie shall inure to the benefit of any member, trustee, director, officer of the Companie, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Companie), and no member, trustee, or officer of the Companie or any private individual shall be entitled to share in the distribution of any of the Companie's assets on dissolution of the Companie.

     - No substantial part of the activities of the Companie shall be carrying on propaganda, of otherwise attempting to influence legislation (except as otherwise provided by IRC 501 (h)) or participating in, or intervening in (including the publication or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

     - In the event of dissolution, all of the remaining assets and property of the Companie shall, after payment of all necessary expenses thereof, be distributed to organizations that qualify under Section 501 (c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or the the Federal government or State of local governments for a public purpose, subject to the approval of a Justice of the Supreme Court of the Commonwealth of Massachusetts.

     - In any year in which the Companie is a private foundation as described in Section 509 (a), the Companie shall distribute its income for said period in such time and manner as not to subject it to tax under IRC 4942, and the Companie shall not:

  1. engage in any act of self-dealing as defined in IRC 4941 (d)
  2. retain excess business holdings as defined in Section 4943 (c)
  3. make any investments in such a manner as to subject the Companie to tax under Section 4944, or
  4. make any taxable expenditures as defined in IRC 4945 (d) or corresponding provisions of any subsequent Federal tax laws.

NOTE:

The modifications to the Articles of Association, as included above, were were approved and accepted by majority vote at an official meeting of the Companie in the Grand Ballroom of Longfellow's Wayside Inn on 15 September 1999.