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Banking Privilges & Chamber Membershipr+ CLARK, MIZE & LINVILLE CHARTERED PETER L PETERSON JOHN W. MIZE GREG A. BENGTSON MICKEY W. MOSIER PAULA J. WRIGHT ERIC N. ANDERSON DUSTIN 1. DENNING MICHAELP. ALLEY PETER S. JOHNSTON NICHOLE MORNING ROLLS JARED B. JOHNSON James J. Brown, General Manager Salina Municipal Band P.O. Box 227 Salina, KS 67402 -0227 Re: Response to questions Dear Mr. Brown: ATTORNEYS AT LAW 129 S. EIGHTH, P.O. BOX 380 SALINA, KANSAS 67402 -0380 TELEPHONE: (785) 823 -6325 FAX: (785) 823 -1868 128 N. MAIN LINDSBORG, KANSAS 67456 TELEPHONE: (785) 227 -2010 August 1, 2007 C.L. CLARK (1908 - 2004) JAMES P. MIZE (1910 -1988) AUBREY G. LINVILLE L.O. BENGTSON RETIRED This letter is in response to your letter dated July 18, 2007 and received July 23, 2007. While I am responding in my role as legal counsel to the City of Salina and not in the role of providing legal advice to the Salina Municipal Band (the "Band "), I'm happy to provide the following (hopefully helpful) observations. Regarding the membership in the Salina Area Chamber of Commerce (the "Chamber "): The decision to join and pay for a membership should be the decision of the Band's Board. Whether the expenditure is an appropriate use of Band funds would seem to be in the discretion of the Board. To the extent it may be relevant; the City of Salina is a dues - paying member of the Chamber on the basis that participation as a member serves a legitimate public purpose. I suppose the Band Board member's role as a Chamber Ambassador presents the appearance of a conflict -of- interest; however, I trust there is no direct economic benefit to the Board member for securing the membership. 'The better approach would be for the Band's Board to make the decision with the Board member /Chamber Ambassador either abstaining or at least disclosing the Chamber Ambassador status to fellow board members, if not the full band membership. r� James J. Brown, General Manager August 1, 2007 Page 2 Regarding banking privileges, the circumstance you describe sound as though they are in conflict with the Band's by -laws. As a general observation, the by -laws should either be followed or amended by the Board. Thank you for inquiring. Very City of Jason Gage, City Manager Rod Franz, Director of Finance & Administration John Highkin, Director of Arts & Humanities Steve Snyder, Director of Parks & Recreation (q Salim Municipal Barx p, O, $ ©x 227 Salina KS 67402-0227 July 18, 2007 Salina City Attorney Greg Bengston 300 W. Ash St. Salina, KS 67401 RE: Salina Municipal Band a) C of C Membership b) banking privildges Sir: DECEIVED JUL 2 3 2007 CLARK, wzE & LINVILLE, CHTD, On or about July 1, 2007, a Board member who is also the Treasurer for the Salina Municipal Band, did, without Board approval sign the Band to a membership with the Salina Area Chamber of Commerce. A,public concert was held on Tuesday, July 17, at which time Mr. Don Weiser from the Chamber of Commerce made a presentation of the membership plaque to the' Band. Immediately following the concert, several concerned citizens approached me and asked if " a governmental supported, a governmental agency like the Salina Municipal Band was allowed to use public funds for such use "? A1so,wouldn't this also be a conflict of interest issue? The Board member /Treasurer is an ambassador for the Chamber. The issue of banking privildeges - the same Board member/ Treasurer is denying,me the access to a signature card as well as the right to check upon the bank account of the Salina Municipl Band, as it is now with Bank VI of Salina. As General Manager of the Salina Municipal BAnd, I am supposed to have the rights to sign checks and conduct business for the Salina Municipal Band and fulfill other necessary obligation when necessary without approval of the Board. (Article IV, Sec 1 letter "c" of the By -Laws for the Salina Municipal Band. This Board member /Treasurer has taken full control of these assetts and will not allow Bank VI to issue me a signature card. Thank you for taking these matters under advisemnt. A reply concerning both of these issues would be appreciated. cc Respectfully Yours, James J. Brown, General Manager Salina Municipal BAnd (3) ARTICLE IV Officers and Their Duties Section 1. General Manager: The General Manager of the Band shall act as "President" of the Board. a.It will be the responsibility of the Manager to act as liaison between the Salina City Commission, the conductor /director, the Board of Directors, Band members, as well as the Salina Parks and Recreation Department and the Salina Arts and Humanities Commission. b.It shall be the duty of the Manager to preserve and promote the activities of the Band. To appoint necessary committees to carry out special . duties and obligations. To promote and encourage the best of our young and older musicians to continue participation in the Salina Municipal Band. c.The Manager may sign checks and conduct business for the Band and fulfill other obligations when necessary without approval of the Board. d.The Manager shall receive all corrsepondence and delegate responsibilites ' to other Board members as seen fit. e.The manager shall be kept informed of all proceedings of the Board should he not be able to attend meetings. f.The Assistant General Manager /Vice President shall act on behalf of the manager in such cases as deemed . necessary. Section II. Assistant General Manager: The Assistant General Manager of the BAnd shall act as "Vice President" of the Board. a.It is the responsibility of the Assistant Manager to discharge the duties of the General Manager when the General Manager is unavailable or disabled. b.The Assistant Manager may co -sign payroll checks and fulfill other obligations when prescribed or delegated by resolution of the Board of Directors. Section III. Conductor /Director: The Conductor /Director of the Band is hired by the Board of Directors of the Band. a.Shall choose the musical selections for the general re- hearsals and concerts and any appropriate selections for special programs. b.The responsibility of the Conductor /Director will be to evaluate the musical abilities of the Band members and to make recommendations to the Board. c.Care and upkeep of the music library. Additional new music needed shall be directed to the Manager and the Board.