Minutes 01 - February 23rd, 2024

Initial Meeting - Call to order / Roll Call

 Voting members in attendance:

  • Tommy Greco - here

  • Cameron McGehee - here

  • Halley Shoenberg - here

BYLAWS adopted - as of 02/23/24

Being involved with the Allstars Jazz organization is an at-will choice. We don’t discriminate based on gender, sexual orientation, race, religion, disability status or any other potential reason.

This meeting, and any other meetings, can be avoided by completing a form of unanimous consent signed by all of the directors.

For proper formation, a minimum of three directors are required. These three individuals are the initial directors and can be changed following incorporation.

Executive Board’s Tasks / Rolls

  • Tommy Greco – President / Executive Director / Fundraising / Legal / Musical Director / Scheduling of current program / Audio & Video / TBD*

  • Cameron McGehee – Vice President / Co-Director #1 / Treasurer / Keep track of the $ / Technically setup systems / Audio & Video / TBD*

  • Halley Shoenberg – Musical Director (as expansion occurs) / Co-Director #2 / TBD*

*TBD Rolls: current and additional positions and responsibilities / modified as required.

Board Primary Objective = set in place the strategic direction of Allstars Jazz

VOTE: Approve initial executive board of directors

TG - yes /CM - yes / HS – yes

The current responsibilities of the board include everything required to launch and run the organization. With the anticipated expansion of the organization, a process TBD will be implemented to elect board of directors’ members as well as committee members, to hire employees and regulate all internal membership. This bringing onboard and / or hiring process will be streamlined. As the Allstars Jazz organization expands, the non-profit’s governing / course of action will be determined to be in the best interest of all involved.

Board Responsibilities to include but not limited to:

  • Board meeting attendance - meetings to be held as required / minimum of 2 per year

  • Legal and fiduciary

  • Executive compensation decisions

  • Committee and Community service

  • All responsibilities are to be reviewed twice yearly (minimum)

  • Strategic Planning – weekly / monthly / yearly / 10-year

Current voting members of the Executive Board include the elected officers listed above. A two-thirds majority vote will pass any motion and/or amendment to the by-laws.

Board member hierarchy and member voting:

  • A meeting will be called to determine the best course of action if any personnel change occurs resulting in a board member / management member joining and / or leaving the organization.

  • In the event of an organization member leaving for whatever reason, the next in line will be in charge - Executive Director / Co-Director #1 / Co-Director #2 - with a vote by remaining members required for that person to continue in that position or to elect a different person for the position.

  • Potential restructuring of the board will be investigated on at least a yearly basis following appropriate guidelines.

Potential board members that are related by family will not exceed the acceptable number as required by law. It is strongly suggested that all future board members be visionaries and big picture, outside the box thinkers.

Tenure of Board

  • Length of time on board TBD – performance based / evaluated yearly.

  • Current max term of board member = 5 years / if to be re-instated for another 5 year term a vote is required.

General Board – to be formed with future expansion / meetings at least annually.

General Membership – meetings to be held at least annually.

Voting

Future board members will be elected as required. In time, past presidents and vice presidents in good standing may be allowed to vote if current board members agree by two-thirds majority. Appeals to votes will be available by membership (within a specific time period TBD) and will be outlined as expansion occurs. Percentage of votes needed for something to pass will be revisited and adjusted if required.

Votes – to include but not limited to:

  • Voting members in attendance (by ZOOM if applicable) to be listed. 

  • Approval of minutes

  • General reports and motions

  • Treasurer’s report including total cash assets 

  • Schedule of current and future events

  • Specific reports as they are required

  • Future planning – 2024 / 2025 events and beyond

Administration

The Constitution and its By-Laws as well as administrative operations and procedural changes may be amended by a two-thirds majority of the members present at any regular general meeting. Notice of any proposed and or adopted amendment shall be posted / revised on the ALLSTARS JAZZ website at www.allstarsjazz.org.  The current board will set these into motion with amendments to be added as required.

Management Team

A Management Team will be established to take care of the day-to-day operations of the organization and achieve objectives. The Board President will be responsible for adding new team members until the organization expands. Once the team is expanded, The Board President will continue to have final authority on hiring decisions with the team’s HR person (to be potentially hired) submitting potential candidates with an internal board vote requirement for final selections. As the roles of each organization member shifts, the current board will potentially shift roles and responsibilities allowing for whatever is in the best interests of governing and allowing the efficient operation of Allstars Jazz moving forward.

Potential Future Hires for Management Team

Human Resources (HR) / Fundraising / Treasurer / Secretary  / Education / Musical Director (s)  Program Coordinator (s) / Producer / Technical Director / Social Media / Outreach

  • Potentially more positions TBD so not limited to those listed above

  • To be assigned and / or modified, added and / or subtracted - by current members or to be filled by new people that will be added / subtracted as required

Committees may be proposed and / or created by the President 

  • approval by the vice president – approval system to adjust with expansion TBD

  • creation of committee(s) and it’s authority - to be revisited with future expansion – purpose(s) TBD

Salaries

  • board of directors & staff members salaries TBD

  • initial salaries will be adjusted as budget is established

  • sliding scale as dictated by expansion of budget

  • performance based / evaluated minimum of twice yearly

  • approval of salaries to be revisited with future expansion and future roll assignments

A Conflict of Interest Policy will regulate the financial interests of the officers and directors. This is required by the IRS and must be provided to the IRS each year - for each officer and director.

Budget

  • Creation of Bare Bones initial budget to launch

The executive board will review the budget – once it is established - at a minimum of twice a year to determine any financial adjustments required for the proper running of the operation. Any budget action involving a change of procedure will be submitted to the board for approval. The executive board shall ensure that rules and regulations are followed and enforced. 

Handbook

To be created with standard operating procedures and processes spelled out

  • Governing document that lays out the rules / policies

Allstars Jazz Mission Statement

“Our primary focus is to provide both live performance and recording opportunities for aspiring High School musicians so that they can have an audience while performing jazz, funk and big band music. Our students will gain an appreciation for the rich tradition of the various genre’s musical origins. 

Allstars Jazz is not limited to only young aspiring musical artists, we also focus on providing performance opportunities at the College and Professional level. Original compositions and explorations pushing the musical boundaries are encouraged. Our goal is to connect musically with the local community and beyond with an emphasis on performance and education.”

Revision to the above mission statement to be done only as required without altering initial spirit of organization and only by executive board in compliance with law.

Participants Benefits

  • Performance opportunities

  • Guest Artist

  • Collaborations

  • Audio & Video captures

  • Video - all participants will be acknowledged with name in credits

  • Live Performance (depending on event) - names in program & announced on stage

  • Potential Travel

  • Certificates and awards TBD

Membership in the Allstars Jazz organization is at-will. Currently membership is by virtue of being selected by the President. Future musicians will be admitted by audition and will be placed according to achieving a certain skill level. If for any reason a musician choses to leave the program, they may do so. We ask that they give warning. 

Certain circumstances might arise where a musician is handicapped or not able to be in our program for whatever reason. Based on the particular circumstances of that reason, we will evaluate and determine if the musician will be a part of or not be a part of the program. We do not discriminate for any reason as spelled out by law.

Musicians who earn eligibility to be a member of the Allstars Jazz program through the audition process may opt to also audition on a secondary instrument(s). If participation in an additional Allstars Jazz group is the audition outcome’s placement, we will investigate to see if participation will be or not be in conflict of commitment to the other group(s).

Performance & Rehearsal Considerations

  • Location(s)

  • Performance equipment / gear

  • Storage of above

  • Audio & video capture requirements

  • Travel to and from

  • Meals and accommodations

Potential Organization Income

  • Donors

  • Participants fees

  • Promotional materials / T-Shirts etc.

  • Concert attendance donations

  • Venue rentals (if with expansion an Allstars Jazz owned venue exists)

Financial Planning

  • Oversight of receipts and distributions required

  • an employer ID# (EIN) has been obtained

  • Track 1099 and / or W-2 income 

  • Yearly / 10-year proposed budget - adjusted for inflation

  • Approval of budget – daily / weekly / monthly / yearly – as required

Expenses (proposed but not limited to):

  • Library / Music

  • Payroll

  • Payroll – subcontractors

  • Employee Health Insurance

  • Liability Insurance

  • Contracts – venues, etc.

  • Travel

  • Insurance

  • Advertising

  • Administrative

  • Educational

  • Professional Musicians

  • Clinicians / Guest Artists

  • Rental of Venue space

  • Purchase / rental of rehearsal / recording space

  • Purchase / rental of office space / additional space

  • Purchase / rental of storage space

  • Purchase / rental of equipment 

  • Purchase / rental / taxi service of vehicles for transport of gear / people

  • Technical

  • Website

  • Brochures / Marketing

  • T-shirts / Attire / Uniforms

  • Meals

VOTE: Ratification of Bylaws TG - yes /CM - yes / HS - yes

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“Articles of Incorporation”

VOTE: Ratification of Articles of Incorporation

TG - yes /CM - yes / HS - yes

  • General & specific reports and motions - N/A

  • Treasurer’s report including total cash assets - N/A 

  • Schedule of current and future events - N/A

  • Future planning – 2024 / 2025 events and beyond - N/A

VOTE:

Authorization for formation of budget and payment of fees & expenses

TG - yes / CM - yes / HS - yes

Authorization to apply for tax exempt status

TG - yes /CM - yes / HS - yes

Approve of above document to be submitted as minutes

TG - yes /CM - yes / HS - yes

  • Meeting Adjourned