HBCB-Bylaws

Entertaining Orange County Since 1973

BYLAWS

of the

HUNTINGTON BEACH CONCERT BAND

Revised: January 21, 2008

originally adopted: September 2, 1993

Orange County, California

ARTICLE 1

Purposes .....................................................................................................

Section 1

Objectives and Purposes ................................................................

ARTICLE 2

Offices .........................................................................................................

Section 1

Principal Office ...............................................................................

Section 2

Change of Address ........................................................................

ARTICLE 3

Officers and Directors ...................................................................................

SUB-ARTICLE A

Directors .............................................................................................

Section 1

Number ..........................................................................................

Section 2

Powers ..........................................................................................

Section 3

Duties ............................................................................................

Section 4

Terms of Office ...............................................................................

Section 5

Compensation ................................................................................

Section 6

Restriction Regarding Interested Directors ........................................

Section 7

Place of Meetings............................................................................

Section 8

Regular and Annual Meetings ..........................................................

Section 9

Special Meetings ............................................................................

Section 10 -

Notice of Meetings ..........................................................................

Section 11 - Contents of Notice ..........................................................................

Section 12 - Waiver of Notice and consent to Holding Meetings .............................

Section 13 -

Quorum for Meetings ......................................................................

Section 14 -

Majority Action as Board Action ......................................................

Section 15 -

Conduct of Meetings .......................................................................

Section 16 -

Action By Unanimous Written Consent Without Meeting ....................

Section 17 -

Vacancies .....................................................................................

Section 18 -

Non-Liability of Directors .................................................................

Section 19 -

Indemnification of Directors, Officers, Employees and Other Agents ...

Section 20 -

Insurance for Band Agents ..............................................................

SUB-ARTICLE B

Officers ..............................................................................................

Section 1

Number of Officers .........................................................................

Section 2

Qualification, Election, and Term of Office .......................................

Section 3

Subordinate Officers ......................................................................

Section 4

Removal and Resignation ..............................................................

Section 5

Vacancies ...................................................................................

Section 6

Compensation ...............................................................................

BYLAWS

of the

HUNTINGTON BEACH CONCERT BAND

ARTICLE 1

Purposes

Section 1 -Objectives and Purposes

The Huntington Beach Concert Band, an unincorporated, nonprofit organization hereinafter referred to as the Band, is organized for the following purposes:

To provide a forum for adult participation in a concert band program of consistent rehearsals and performances.

To provide concerts for the city of Huntington Beach and other communities.

To promote and perpetuate the traditional American Concert Band as a viable form of musical expression.

The Band is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Notwithstanding any other provision of these Bylaws and the Articles of Unincorporated Association, the Band shall not carry on any other activities not permitted to be carried out (1) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

No substantial part of the activities of the Band shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Band shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.

ARTICLE 2

Offices

Section 1-Principal Office

The principal office for the transaction of business of the Band is the city of Huntington Beach, Orange County, State of California.

Section 2-Change of Address

The county of the Band's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

____________________________________

Dated:_____________

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Dated:_____________

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Dated:_____________

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Dated:_____________

ARTICLE 3

Officers and Directors

SUB-ARTICLE A

Directors

Section 1-Number

The business of the Band shall be conducted by and through a Board of six (6) Directors (hereinafter referred to as the Board), who shall be the elected, appointed, and non-voting, ex officio officers described and provided for in Section 1, Sub-Article B. et seq. of this Article 3, below. The number of directors may be changed by amendment of these Bylaws, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

Section 2-Powers

Subject to the provisions of applicable law and any limitations in the Bylaws relating to action required or permitted to be taken or approved by the members of the Band (hereinafter referred to as the Members), if any, of the Band, the activities and affairs of the Band shall be conducted and all powers shall be exercised by or under the direction of the Board.

Section 3-Duties

It shall be the duty of the Board to:

Perform any and all duties imposed on them collectively or individually by law or by these Bylaws;

Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Band;

Supervise all officers, agents and employees of the Band to assure that their duties are performed properly;

Meet at such times and places as required by these Bylaws;

Register their addresses with the Secretary of the Band, and notices of meetings communicated to them at such addresses shall be valid notices thereof.

Adopt and amend reasonable rules relating to rehearsals and performances, and the conduct of the Members thereat.

Section 4-Terms of Office

Each director shall hold office until the next annual meeting for election of the officers as specified in these Bylaws, and until his or her successor is elected and qualifies.

Section 5-Compensation

Directors shall serve without compensation, except that the Board may provide a reasonable stipend to the Musical Director, not to exceed the amount of $5000 per year.

Section 6-Restriction Regarding Interested Directors

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, interested persons means either:

Any person currently being compensated by the Band for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director or to the Musical Director, as provided in Section 5, above; or

Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in- law, daughter-in-law, mother-in-law, or father-in-law of any such person

Section 7-Place of Meetings

Meetings shall be held at the principal office of the Band unless otherwise provided by the Board or at such place within or without the State of California which has been designated from time to time by resolution of the Board. In the absence of such designation, any meeting not held at the principal office of the Band shall be valid only if held on the consent of all directors given either before or after the meeting and filed with the Secretary of the Band or after all Board members have been given notice of the meeting as hereinafter provided for special meetings of the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another.

Section 8-Regular and Annual Meetings

Regular meetings of the Board shall be held a minimum of four times per year, the dates to be determined by the Board.

If this Band makes no provision for members, then, at a regular meeting of the Board, directors shall be elected by the Board in accordance with this section. Cumulative voting by directors for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each director shall cast one vote, with voting being by secret ballot only.

Section 9-Special Meetings

Special meetings of the Board may be called by the President, the Vice-President, the General Manager, the Musical Director, or by any two directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Band.

Section 10-Notice of Meetings

Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days' notice.

Section 11-Contents of Notice

Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any meeting of the Board need not be specified in the notice.

Section 12-Waiver of Notice and Consent to Holding Meetings

The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the Band records and made part of the minutes of the meeting.

Section 13-Quorum for Meetings

A quorum shall consist of not less than four directors.

Except as otherwise provided in these Bylaws or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.

The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by applicable law or the Bylaws of this Band.

Section 14-Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board, unless the Bylaws of this Band, or provisions of applicable law, particularly those provisions of the California Nonprofit Public Benefit Corporation Law, to the extent that it is applicable, relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board.

Section 15-Conduct of Meetings

Meetings of the Board shall be presided over by the President of the Band or, in his or her absence, by the Vice President of the Band or, in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Band shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws or with provisions of applicable law.

Section 16 -Action By Unanimous Written Consent Without Meeting

Any action required or permitted to be taken by the Board under any provision of applicable law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the Board" shall not include any "interested director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law, to the extent that that law is applicable hereto. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting and that the Bylaws authorize the directors to so act, and such statement shall be prima facie evidence of such authority.

Section 17-Vacancies

Vacancies on the Board shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.

The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

If this Band has any members, then, if the Band has less that fifty (50) members, directors who are elected officers of the Band may be removed without cause by a majority of all members, or, if the Band has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present.

If this Band has no members, directors may be removed without cause by a majority of the directors then in office.

A director who is an appointed officer of the Band may be removed with or without cause only by a majority of the directors then in office. Directors who are appointed officers of the Band shall not be removed for any reason by the Members, if any, of the Band. Any non-voting, ex officio director may be removed with or without cause only by the City Council of the City of Huntington Beach, California or pursuant to powers delegated by it.

Any director may resign by giving written notice to the President of the Band, the Secretary, or the Board and such resignation shall be effective upon the date of receipt unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the Band would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General, to the extent that such notice is necessary under California law, and to the Mayor of the City of Huntington Beach, California.

Vacancies on the Board may be filled by approval of the Board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director. If this Band has members, however, vacancies created by the removal of a director by the Members in accordance with the provisions of this Section 17 of these By-Laws may be filled only by the approval of the Members. The Members, if any, of the Band may elect a director at any time to fill any vacancy not filled by the directors.

A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board or until his or her death, resignation or removal from office.

Section 18-Non-Liability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations or the Band.

Section 19-Indemnification of Directors, Officers, Employees and Other Agents

To the extent that a person who is, or was, a director, officer, employee or other agent of this Band has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Band, or has been successful in defense of any claim, issue or matter therein, such person may be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding and shall be so indemnified if required by applicable law.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgment, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by the Band, but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law, to the extent that said section is applicable.

Section 20- Insurance for Band Agents

The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Band (including a director, officer, employee or other agent of the Band) against any liability other than for violating provisions of applicable law relating to self-dealing (such as Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Band would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Benefit Corporation Law, to the extent that it is applicable.

SUB-ARTICLE B

Officers

Section 1-Number of Officers

The Board of Directors of the Band shall consist of the following elected and appointed officers:

1. Elected

President

Vice-President

Secretary

Treasurer

2. Appointed

Musical Director

General Manager

A person may not hold more than one office during a term.

Section 2-Qualification, Election, and Term of Office

In order to be eligible for an elected office, a candidate must have been an active member of the Band for at least two (2) years prior to the date of taking office pursuant to these Bylaws and must be current in the payment of his or her dues as a Member, and a candidate may not otherwise be disqualified by reason of the provisions of the second paragraph of Section 17 of Sub-Article A of this Article 3 or by applicable law. An elected officer shall hold office until he or she resigns or is removed from office or is otherwise disqualified to serve according to the provisions of these Bylaws, the Articles of Unincorporated Association, or applicable law, or until his or her successor shall be elected and qualified, whichever occurs first.

The term of office for the elected officers shall be one (1) year. The term of office for appointed officers shall be for an indefinite time, subject to periodic review by the entire Board.

If the Band has any members, election of officers shall take place as hereinafter set forth.

The Board shall at its May meeting of each year appoint a nominating committee (hereinafter referred to as the Nominating Committee) of at least three (3) but not more than six (6) Members, one of whom shall be designated by the President or General Manager as Chairperson of the Nominating Committee, who shall prepare a list of at least one member to be a candidate for each elected office. A member may be nominated for only one office. Prior to submitting its list to the Board, the Chairperson shall contact each candidate nominated by the Nominating Committee, and shall

offer each nominee the opportunity to either orally accept or decline his or her nomination. The Nominating Committee shall then prepare a list containing the name(s) of all candidates for each elected office (hereinafter referred to as the List) who has accepted his or her nomination for that office and shall submit the List to the Board at the June meeting of the Board. The Board shall at that June meeting approve the nominees so nominated, but such approval shall be given or denied solely pursuant to the provisions of these Bylaws, the Articles of Unincorporated Association, and applicable law.

At the rehearsal of the Band in June that shall occur on the second Tuesday of June, the Board shall announce to the Members present there at the names of the candidates for elected officers as nominated by the Nominating Committee. At that same rehearsal, the President or General Manager, shall preside and shall open the rehearsal to nominations by the Members for elected officers of the Band; members so nominated shall not need to be present at that meeting to be nominated. A member may be nominated for only one office. Members nominated by the Nominating Committee for an office who have accepted their nomination shall not be nominated by the Members for the same or any other office.

The Chairperson of the Nominating Committee shall contact each person nominated by the Members and shall offer that nominee the opportunity to either orally accept or decline his nomination. That offer may be made at the time the member is nominated, or afterwards. All nominations so received which are accepted by the nominee shall, upon approval of the Board (which approval shall be given or denied solely pursuant to the provisions of these Bylaws, the Articles of Unincorporated Association, and applicable law) be placed upon a written ballot with the names of the candidates nominated by the Nominating Committee, and the written ballots shall be submitted to the Members for vote as hereinafter provided.

The names of all members nominated for each elected office shall be listed on the written ballot as a candidate for that office, in alphabetical order by the first letter of the member's last name (surname), and no distinction or indication shall be made as to whether that person was nominated by the Nominating Committee or by the Members. A sample ballot prepared according to the provisions of this paragraph shall be presented to the Members at the next rehearsal of the Band. Any candidate whose name appears on the sample ballot may individually campaign and solicit votes, but no time shall be given at any rehearsal for any such campaigning or solicitation of votes. If there are no nominations from the floor, a voice vote may replace the written ballot.

Elections by the Members using secret, written ballots or voice votes shall be held at the regular meeting of the Members, which shall be held on the first Tuesday in July that shall fall on or after July 11. A member must be present at that rehearsal to vote; there shall be no voting by proxy, absentee ballot, or any other such means; and no votes for write-in candidates shall be counted. To be elected, a candidate must receive a simple majority of all the votes cast for that office; however, a candidate need not be present at the meeting, or at any other run-off election or subsequent election, to win election. For purposes of the preceding sentence, a write-in vote shall not be considered to be a vote cast.

Upon the completion of voting, the Meeting will be temporarily recessed in order that the votes may be counted. Votes shall be counted and tallied by the Chairperson of the Nominating Committee, with the assistance of the Nominating Committee and such other persons as the Chairperson may select to assist in the counting of votes. After completion of the counting of votes, the Meeting shall be reconvened, and names of the winning candidate for each office shall be immediately announced to the Members as soon as the Meeting is reconvened.

In the event that no candidate for an office shall receive a simple majority of all the votes cast for that office, a run-off election shall be immediately held between the two candidates who received the most votes out of all the candidates for that office. The name of the candidates for the run-off election shall be read orally to the Members, and the voting for said run-off election shall be by written vote as provided hereinafter. The Members shall write the name of one of the candidates so announced on a piece of paper, which papers shall then be collected and counted and tallied by the Chairperson of the Nominating Committee with the assistance of the members of the Nominating Committee and such other persons designated by the Chairperson to assist in the counting of the votes. The meeting shall then be recessed during the time in which said votes are counted, and upon completion of the counting of votes, the Meeting shall be reconvened, and the winning candidate for each office determined by run-off vote shall be immediately announced as soon as the Meeting is reconvened. No votes for any person or persons other than for those whose names were read to the Members for purposes of the run-off election shall be counted, and a vote for a person other than one of those whose names were read to the Members shall not be counted for purposes of calculating the total number of votes cast in the run-off election.

For purposes of run-off elections described in the paragraph next above, in the event that there is a tie for the person receiving the highest number of votes for an office by reason of two or more candidates receiving the same number of votes, then the names of all persons so tied shall be announced to the Members for the run-off election to be conducted according to the provisions of the paragraph next above, but only the names of those persons, and there shall be no designation in announcing the names of the candidates for the run-off election as to the number of votes received by any of the candidates or as to the existence of a tie. In the event that there is a tie for the person receiving the second highest number of votes for an office by reason of two or more candidates receiving the same number of votes, then the names of all persons so tied shall be announced to the Members for the run-off election to be conducted according to the provisions of the paragraph next above, along with the name of the candidate receiving the highest number of votes, but there shall be no designation in announcing the names of the candidates for the run-off election as to the number of votes received by any of the candidates or as to the existence of a tie.

Run-off elections shall continue to be held as necessary at the meeting until a candidate for each office has received a simple majority of the votes cast at the election for his or her elected office.

In the event that the election process set forth above produces a consistent tie between two candidates in two consecutive votes at which the names of only those two candidates were presented to the Members, and neither candidate will concede the election to the other, the President shall adjourn the meeting of the Members until the next Tuesday following the meeting so adjourned which does not fall upon a legal holiday. The President shall at the subsequent meeting present the names of those candidates to the Members for an election, which shall be conducted according to the provisions of this Section 2 of this Sub-Article B of Article 3 governing run-off elections. No notice to the Members of the meeting so adjourned and reconvened according the provisions of and for the purposes set forth in this paragraph shall be required.

The newly elected officers shall take office on August 1.

Section 3-Subordinate Officers

The Board may appoint such other officers or agents as it may deem desirable, and such officers shall serve terms, have such authority, and perform such duties as may be prescribed from time to time by the Board, subject to the provisions of these Bylaws.

Section 4-Removal and Resignation

Any elected officer may be removed, either with or without cause, by majority vote of the Members pursuant to the provisions of these Bylaws. Any officer may resign at any time by giving written notice to the Board. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board relating to the employment of any officer of the Band, and shall be further governed by the provisions of Section 3 of Sub-Article A of this Article 3, above.

Section 5-Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any elected officer shall be filled by majority vote of the Board, except that the Members shall approve any replacement of an elected officer removed by the Members as provided in Section 17 of Sub-Article A of this Article 3, above. In the event of a vacancy in any elected office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy, subject to the provisions of the sentence next above. Vacancies occurring in offices of Subordinate Officers appointed at the discretion of the Board pursuant to Section 3 of this Sub-Article B, above, may or may not be filled as the Board shall determine.

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any appointed officers shall be filled as follows. In the event of a vacancy in the appointed office of Musical Director, the Board shall do an initial screening of potential candidates. The Board shall select at least two candidates who shall be invited to audition to the Band. Final appointment for a new Musical Director shall be by approval of a majority of the Band present for the auditions. In the event of a vacancy in the appointed office of General Manager, such vacancy may be temporarily filled by appointment by the President until such time as the Board shall fill the vacancy.

Section 6-Compensation

The salaries of the officers, if any, shall be fixed according to the provisions of these Bylaws in Sections 5 and 6 of Sub-Article A of this Article 3. In all cases, salaries shall be limited to remuneration for any services actually rendered to the Band which relate to the performance of the charitable purposes of the Band.

ARTICLE 4

Duties of Officers

Section 1-Duties of President

The president shall be the chief officer of the Board and shall, subject to the control of the Board:

Preside at all Board meetings.

Appoint the chairperson on all committees, subject to confirmation by the Board.

Be a member ex officio of all committees with a vote on all committees except the nominating committee.

Be an authorized signatory on checks and obligations.

Appoint legal counsel, subject to confirmation of the Board.

Officially and publicly represent the Band.

Perform such other duties as are provided by these Bylaws and as commonly appertain to the office of President or are imposed thereupon by applicable law.

Section 2-Duties of Vice President

The Vice-President shall be in charge of Public Relations and shall:

Perform the duties of the President in the event of his or her absence or disability or refusal to act, and when so acting, shall have all the powers of and be subject to all restrictions on the President.

Complete the President's term of office in the event of the President's inability to fulfill the remainder of the term, subject to the provisions of these Bylaws.

Act as liaison between the Band and the community.

Arrange representation of the Band at city council meetings, theater boards and any other

meetings that involve the Band.

Officially and publicly represent the Band.

Be the Board representative of the Publicity, Historical, and Membership Committees, if any,

well as other committees as assigned by the Board.

Perform such other duties as are provided by these Bylaws and as commonly appertain to the office of Vice-President or are imposed thereupon by applicable law.

Section 3-Duties of Secretary

The Secretary shall:

Certify and keep the original, or a copy, of these Bylaws as amended or otherwise altered to date.

Be responsible for notifying members of the Board and other concerned parties of the date, time and place of all meetings of the Board.

Take and maintain the originals of the minutes of all meetings of the Board and provide all members of the Board with copies of such minutes within fourteen (14) days of said meeting.

Maintain and file all records, correspondence and documents (including an inventory of Band property) of the Band.

Be the Board representative of the Hospitality/Social Functions Committee, if any, as well as other committees as assigned by the Board.

Be the custodian of the Official Seal of the Band, if any.

Perform such other duties as are provided by these Bylaws and as commonly appertain to the office of Secretary or are imposed thereupon by applicable law.

Section 4-Duties of Treasurer

The Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the Band, and deposit all such funds in the name of the Band in such banks, trust companies, or other depositories as shall be selected by the Board.

Maintain a record of any and all funds received and/or expended by the Band.

Maintain a record of any and all financial assets and liabilities held by the Band.

Render a written report of the quarterly and year-to-date finances at all meetings of the Board.

Be an authorized signatory on checks and obligations on behalf of the Band, subject to the countersignature of the President.

Collect dues and deliver to the Secretary a written report of payment of dues by the members, if any.

Maintain, prepare and submit all required financial reports for the Band.

Be the Board representative of committees as assigned by the Board.

Perform such other duties as are provided by these Bylaws and as commonly appertain to the office of Treasurer or are imposed thereupon by applicable law.

Section 5 -Duties of Musical Director

The Musical Director shall:

Direct the Band at all regular rehearsals and performances of the Band or designate a temporary replacement therefor.

Make all musical selections.

Appoint section leaders for the Band as deemed necessary.

Be responsible for all musical decisions.

Approve and sign contracts for all the Band engagements with or without consultation with the Board.

Be the Board representative of the Music Committee as well as other committees as assigned by the Board.

Be an authorized signatory on checks and obligations.

Section 6-Duties of General Manager

The General Manager shall:

Coordinate all activities with the committee heads.

Represent the Band in place of other Board members as needed.

Maintain the address and phone number of record for the Band.

Assist the Musical Director and other Board members as needed.

Maintain the membership roster for the Band.

Maintain the historical library for the Band.

ARTICLE 5

Committees

Section 1-Executive Committee

The Board may, by a majority vote of directors, designate two (2) or more of its members to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the Band, except with respect to:

The approval of any action which, under applicable law or the provisions of these Bylaws, requires the approval of the Members or of a majority of all of the Members.

The filling of vacancies on the Board or on any committee which has the authority of the Board.

The fixing of compensation of the directors for serving on the Board or on any committee.

The amendment or repeal of Bylaws or the adoption of new Bylaws.

The amendment or repeal or any resolution of the Board which by its express terms is not so amendable or repealable.

The appointment of committees of the Board or the members thereof.

The expenditure of Band funds to support a nominee for director or officer.

The approval of any transaction to which this Band is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law, to the extent that that law is applicable.

By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease, but not below two (2), the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

Section 2-Other Committees

The Band shall have such other committees as may from time to time be designated by resolution of the Board. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees.

Section 5-Right to Copy and Make Extracts

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

Section 6-Annual Report

The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Band's fiscal year to all directors of the Band and, if this Band has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:

The assets and liabilities, including the trust funds, of the Band as of the end of the fiscal year.

he principal changes in assets and liabilities, including trust funds, during the fiscal year.

The revenue or receipts of the Band, both unrestricted and restricted to particular purposes, for the fiscal year.

The expenses or disbursements of the Band, for both general and restricted purposes, during the fiscal year.

5. Any information required by Section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Band that such statements were prepared without audit from the books and records of the Band.

If this Band has members, then, if this Band receives TWENTY﷓FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, this Band shall automatically send the above annual report to all Members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report.

Section 7-Annual Statement of Specific Transactions to Members

The Treasurer of the Band shall mail or deliver to all directors and any and all Members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

Any transaction in which the Band, or its parent or its subsidiary, if any, was a party, and in which either of the following had a direct or indirect material financial interest:

Any director or officer of the Band, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or

Any holder of more than ten percent (10%) of the voting power of the Band, its parent or its subsidiary.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).

Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the Members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law, to the extent that that law is applicable.

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the Band, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

If this Band has any members and provides all members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section.

ARTICLE 8

Fiscal Year

Section 1-Fiscal Year of the Band

The fiscal year of the Band shall begin on the 1st day of August and end on the last day of July in each year.

ARTICLE 9

Amendment of Bylaws

Section 1-Amendment

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, if applicable, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:

Subject to the power of Members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, if applicable, by approval of the Board unless the Bylaw amendment would materially and adversely affect the rights of Members, if any, as to voting or transfer; provided, however, if this Band has admitted any members, then a Bylaw specifying or changing the fixed number of directors of the Band, the maximum or minimum number of directors, or changing from a fixed to variable board or vice versa, may not be adopted,

amended, or repealed except as provided in subparagraph 2 of this Section; OR

By approval of the Members, if any, of this Band.

ARTICLE 10

Amendment of Articles

Section 1-Amendment of Articles Before Admission of Members

Before any members have been admitted to the Band, any amendment of the Articles of Unincorporated Association may be adopted by approval of the Board.

Section 2-Amendment of Articles After Admission of Members

After members, if any, have been admitted to the Band, amendment of the Articles of Unincorporated Association may be adopted by the approval of the Board and by the approval of the members of this Band.

Section 3-Certain Amendments

Notwithstanding the above Sections of this Article, this Band shall not amend its Articles of Unincorporated Association to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this Band, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the Band has filed a "Statement by a Domestic Non﷓Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law, if that section is applicable hereto.

20.

ARTICLE 11

Prohibition Against Sharing Corporate Profits and Assets

Section 1-Prohibition Against Sharing Corporate Profits and Assets

No member, director, officer, employee, or other person connected with this Band, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Band, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Band in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Band. All members, if any, of the Band shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Band, whether voluntarily or involuntarily, the assets of the Band, after all debts have been satisfied, shall be distributed as required by the Articles of Unincorporated Association of this Band and the United States Internal Revenue Code in force at that time, and not otherwise.

ARTICLE 12

Dissolution

Section 1-Dissolution

In the event of dissolution of the Band, remaining assets after the satisfaction of all obligations of the Band shall be distributed for purposes within the scope of the United States Internal Revenue Code 501(c)(3), or amendment thereof.

ARTICLE 13

Members

Section 1-Determination and Rights of Members

The Band shall have only one class of members. No member shall hold more than one membership in the Band. Except as expressly provided in or authorized by the Articles of Unincorporated Association or Bylaws of this Band, all memberships shall have the same rights, privileges, restrictions and conditions.

If this Band makes no provision for members, then, pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, to the extent that that law is applicable, any action which would otherwise, under law or the provisions of the Articles of Unincorporated Association or Bylaws of this Band, require approval by a majority of all Members or approval by the Members, shall only require the approval of the Board

Section 2-Qualifications for Admittance to this Band

The qualifications for admittance in this Band are as follows:

All candidates for admission shall be at least 18 years old and a high school graduate, or as exempted by the Music Director with approval by the Board.

All candidates shall possess the ability to perform acceptably on a band instrument. Such ability shall be judged and determined by the Musical Director.

Section 3-Admission of Members

Membership is open on a space-available basis as determined by the Director.

Section 4-Fees, Dues and Assessments

Dues for Members of the Band are payable to the Treasurer in an amount that shall be determined by the Board.

Dues shall be collected commencing in September of each calendar year. Dues for membership commencing within the fiscal year shall be prorated to the beginning of the fiscal year.

Dues are nonrefundable.

The President, or treasurer, may suspend the requirement of dues from any member unable to pay those dues. The Treasurer must be notified of this action.

Membership shall be nonassessable.

Section 5-Number of Members

Limits on the number of members in the Band shall be determined by the Board.

Section 6-Membership Roster

The Band shall keep a membership roster. Such roster shall be kept at the Band's principal office.

The record of names and addresses of the members of this Band shall constitute the membership list of this Band and shall not be used, in whole or part, by any person for any purpose not reasonably related to a member's interest as a member.

Section 7- Nonliability of Members

A member of this Band is not, as such, personally liable for the debts, liabilities, or obligations of the Band.

Section 8-Nontransferability of Memberships

No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's termination of membership or upon death.

Section 9

Termination of Membership

Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events:

(a)

Upon his or her notice of such termination delivered to the President or Secretary of the Band personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.

(b)

Upon a determination by the Board that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Band.

(c)

If this Band has provided for the payment of dues by Members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the Band. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30)﷓day period following the member's personal receipt of the written notification of delinquency or thirty-five (35) days after such notice is placed in the mail.

Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (1)(b) of this section, the following procedure shall be implemented:

(a)

A notice shall be sent by first﷓class or registered mail to the last address of the member as shown on the Band's records, setting forth the expulsion and the reasons therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.

(b)

The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Board in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.

(c)

Following the hearing, the Board shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.

(d)

If this Band has provided for the payment of dues by Members, any person expelled from the Band shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment, without interest.

Upon termination, the Member shall return any and all property of the Band in that member's possession.

Section 10-Rights on Termination of Membership

All rights of a member in the Band shall cease on termination of membership as herein provided.

Section 11-Amendments Resulting in the Termination of Memberships

Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Unincorporated Association or of the Bylaws of this Band would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit Corporation Law, to the extent said law is applicable.

ARTICLE 14

Meetings of Members

Section 1-Place of Meetings

Meetings of Members shall be held at the principal office of the Band or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board.

Section 2-Annual and Other Regular Meetings

The Members shall meet annually on the first Tuesday in July that shall fall on or after July 11, for the purpose of electing officers and transacting other business as may come before the Members at that meeting. Each voting member may cast one vote for one candidate for each office, with voting being by secret ballot or voice vote. Cumulative voting for the election of officers shall not be permitted.

Officers shall be elected pursuant to the provisions of Section 2 of Sub-Article B of Article 3 of these Bylaws. The annual meeting of Members for the purpose of electing officers shall be deemed a regular meeting and any reference in these Bylaws to regular meetings of Members refers to this annual meeting, and no further notice thereof need be given.

Other meetings of the Members shall be held upon notice given pursuant to Section 3 of this Article 14.

If the day fixed for the annual meeting or other regular meetings falls on a legal holiday, such meeting shall be held at the same hour and place on the following next Tuesday thereafter that is not a legal holiday.

Section 3-Special Meetings of Members

Special meetings of the Members shall be called by the Board, the Musical Director, or the President of the Band. In addition, special meetings of the Members for any lawful purpose may be called by five percent (5%) or more of the Members.

Section 4-Notice of Meetings

Whenever Members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the Band not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given twenty (20) days before the meeting.

Notice of a meeting of the Members or any report shall be given either personally or by mail or other means of written communication, addressed to the member at the member's last address as disclosed in the Band's records.

Section 5-Quorum for Meetings

A quorum shall consist of fifty percent (50%) of the voting Members of the Band. The Members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the Members required to constitute a quorum.

In the absence of a quorum, any meeting of the Members may be adjourned from time to time by the vote of a majority of the votes represented in person at the meeting, but no other business shall be transacted at such meeting.

When a meeting is adjourned for lack of a sufficient number of Members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days.

Notwithstanding any other provision of this Article, if the Band authorizes Members to conduct a meeting with a quorum of less than one﷓third (1/3) of the voting power, then, if less than one﷓third (1/3) of the voting power actually attends a regular meeting, then no action may be taken on a matter unless the general nature of the matter was stated in the notice of the regular meeting.

Section 6-Majority Action as Membership Action

Every act or decision done or made by a majority of voting Members present in person at a duly held meeting at which a quorum is present is the act of the Members, unless applicable law, the Articles of unincorporated Association of this Band, if any, or these Bylaws require a greater number.

Section 7-Voting Rights

Each member is entitled to one vote on each matter submitted to a vote by the Members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by ballot as provided herein.

Section 8-Proxy Voting

Members entitled to vote shall not be permitted to vote or act by proxy. No provision in this or other sections of these Bylaws referring to proxy voting shall be construed to permit any member to vote or act by proxy.

Section 9-Conduct of Meetings

Meetings of Members shall be presided over by the President of the Band or, in his or her absence, by the Vice President of the Band or, in the absence of both of these persons, by a Chairperson chosen by a majority of the voting Members, present in person. The Secretary of the Band shall act as Secretary of all meetings of Members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Section 10-Action by Written Ballot Without a Meeting

Other than the election of officers, any action which may be taken at any regular or special meeting of Members may be taken without a meeting if the Board distributes a written ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provided that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the Board. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(1) of this Article.

All written ballots shall also indicate the number of responses needed to meet the quorum requirement and shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the Board in order to be counted.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

A written ballot may not be revoked after its receipt by the Band or its deposit in the mail, whichever occurs first.

Section 11-Action by Unanimous Written Consent Without Meeting

Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the Members may be taken without a meeting, if all Members shall individually or collectively, consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the Members. The action by written consent shall have the same force and effect as the unanimous vote of the Members.

Section 12

Record Date for Meetings

The record date for purposes of determining the Members entitled to notice, voting rights, written ballot rights, or any other right with respect to a meeting of Members or any other lawful membership action, shall be fixed pursuant to Section 5611 of the California Nonprofit Public Benefit Corporation Law, if applicable.

Written Consent of Directors Adopting Bylaws

We, the undersigned, are all of the persons named as the initial elected and appointed directors in the Articles of Unincorporated Association of the Huntington Beach Concert Band, a California Nonprofit Corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of pages, as the Bylaws of this Band.

Dated: September 2, 1993

_______________________________

Director

Margaret Martin

_______________________________

Director

Linda Couey

________________________________

Director

Lisa Chattler

________________________________ Director

William Gough

________________________________

Director

Thomas Ridley

________________________________

Director

Lloyd Glick

Certificate

This is to certify that the foregoing is a true and correct copy of the Bylaws of the Band named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said Band on the date set forth below.

Dated: September 2, 1993

________________________

Secretary

Lisa Chattler

ARTICLE 4

Duties of Officers

Section 1

Duties of President .......................................................................

Section 2

Duties of Vice President ...............................................................

Section 3

Duties of Secretary .....................................................................

Section 4

Duties of Treasurer ......................................................................

Section 5 -

Duties of Musical Director ............................................................

Section 6

Duties of General Manager ...........................................................

ARTICLE 5

Committees

Section 1

Executive Committee ...................................................................

Section 2

Other Committees .......................................................................

Section 3

Meetings and Action of Committees ..............................................

ARTICLE 6

Execution of Instruments, Deposits and Funds

Section 1

Execution of Instruments ...............................................................

Section 2

Checks and Notes ........................................................................

Section 3

Deposits ......................................................................................

Section 4

Gifts ............................................................................................

ARTICLE 7

Band Records, Reports and Seal

Section 1

Maintenance of Band Records .....................................................

Section 2

Corporate Seal ...........................................................................

Section 3

Directors' Inspection Rights .........................................................

Section 4

Members' Inspection Rights ........................................................

Section 5

Right to Copy and Make Extracts ................................................

Section 6

Annual Report ............................................................................

Section 7

Annual Statement of Specific Transactions to Members .................

ARTICLE 8

Fiscal Year

Section 1

Fiscal Year of the Band ...............................................................

ARTICLE 9

Amendment of Bylaws

Section 1

Amendment ...............................................................................

ARTICLE 10

Amendment of Articles

Section 1

Amendment of Articles Before Admission of Members ....................

Section 2

Amendment of Articles After Admission of Members .......................

Section 3

Certain Amendments ...................................................................

iii

ARTICLE 11

Prohibition Against Sharing Corporate Profits and Assets

Section 1

Prohibition Against Sharing Corporate Profits and Assets .................

ARTICLE 12

Dissolution

Section 1

Dissolution .................................................................................

ARTICLE 13

Members

Section 1

Determination and Rights of Members ...........................................

Section 2

Qualifications for Admittance to this Band ......................................

Section 3

Admission of Members .................................................................

Section 4

Fees, Dues and Assessments ......................................................

Section 5

Number of Members .....................................................................

Section 6

Membership Book.........................................................................

Section 7

Nonliability of Members ................................................................

Section 8

Nontransferability of Memberships ................................................

Section 9

Termination of Membership ...........................................................

Section 10 -

Rights on Termination of Membership ............................................

Section 11 -

Amendments Resulting in the Termination of Memberships .............

ARTICLE 14

Meetings of Members

Section 1

Place of Meetings ......................................................................

Section 2

Annual and Other Regular Meetings .............................................

Section 3

Special Meetings of Members .....................................................

Section 4

Notice of Meetings ..................................... ...............................

Section 5

Quorum for Meetings ..................................................................

Section 6

Majority Action as Membership Action .........................................

Section 7

Voting Rights ..................................... .......................................

Section 8

Proxy Voting ..............................................................................

Section 9

- Conduct of Meetings ....................................................................

Section 10 - Action by Written Ballot Without a Meeting .....................................

Section 11 - Action by Unanimous Written Consent Without Meeting ....................

Section 12 - Record Date for Meetings ..............................................................

Written Consent of Directors Adopting ByLaws ....................................................................

Certificate ......................................................................................................................... iii

Section 3-Meetings and Action of Committees

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board or by the committee. The time for special meetings of committees may also be fixed by the Board. The Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 6

Execution of Instruments, Deposits and Funds

Section 1-Execution of Instruments

The Board, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Band to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Band, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Band by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2-Checks and Notes

Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Band shall be signed by two of the following Board Members: Treasurer, President or Musical Director of the Band.

Section 3

Deposits

All funds of the Band shall be deposited from time to time to the credit of the Band in such banks, trust companies, or other depositories as the Board may select.

Section 4

Gifts

The Board may accept on behalf of the Band any contribution, gift, bequest, or devise for the charitable or public purposes of this Band.

ARTICLE 7

Band Records, Reports and Seal

Section 1-Maintenance of Band Records

The Band shall keep at its principal office in the State of California:

Minutes of all meetings of directors, committees of the Board and, if this Band has members, of all meetings of Members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.

dequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership.

A copy of the Band's Articles of Unincorporated Association and Bylaws, as amended to date, which shall be open to inspection by the Members, if any, of the Band at all reasonable times during regular office hours.

Section 2-Corporate Seal

The Board may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Band. Failure to adopt to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 3-Directors' Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Band.

Section 4-Members' Inspection Rights

If this Band has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

1. To inspect at any reasonable time the books, records, or minutes of proceedings of the Members or of the Board or committees of the Board, upon written demand on the Band by the member, for a purpose reasonably related to such person's interests as a member.

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