BYLAWS

of the

HUNTINGTON BEACH CONCERT BAND

ARTICLE 1 Purposes......................................................................... 1

Section 1 - Objectives and Purposes......................................... 1

ARTICLE 2 Offices............................................................................ 1

Section 1 - Principal Office....................................................... 1

Section 2 - Change of Address................................................. 2

ARTICLE 3 Officers and Directors....................................................... 2

SUB-ARTICLE A Directors......................................................................... 2

Section 1 - Number................................................................ 2

Section 2 - Powers.................................................................. 2

Section 3 - Duties................................................................... 3

Section 4 - Terms of Office...................................................... 3

Section 5 - Compensation........................................................ 3

Section 6 - Restriction Regarding Interested Directors................. 3

Section 7 - Place of Meetings................................................... 4

Section 8 - Regular and Annual Meetings.................................. 4

Section 9 - Special Meetings..................................................... 4

Section 10 - Notice of Meetings.................................................. 4

Section 11 - Contents of Notice.................................................. 4

Section 12 - Waiver of Notice and consent to Holding Meetings..... 5

Section 13 - Quorum for Meetings.............................................. 5

Section 14 - Majority Action as Board Action............................... 5

Section 15 - Conduct of Meetings............................................... 6

Section 16 - Action By Unanimous Written Consent Without Meeting... 6

Section 17 - Vacancies.............................................................. 6

Section 18 - Non-Liability of Directors......................................... 7

Section 19 - Indemnification of Directors, Officers, Employees and Other Agents 7

Section 20 - Insurance for Band Agents...................................... 7

SUB-ARTICLE B Officers........................................................................... 8

Section 1 - Number of Officers................................................. 8

Section 2 - Qualification, Election, and Term of Office................ 9

Section 3 - Subordinate Officers .............................................. 11

Section 4 - Removal and Resignation........................................ 11

Section 5 - Vacancies.............................................................. 11

Section 6 - Compensation........................................................ 11

ARTICLE 4 Duties of Officers............................................................. 12

Section 1 - Duties of President................................................. 12

Section 2 - Duties of Vice President.......................................... 12

Section 3 - Duties of Secretary................................................. 13

Section 4 - Duties of Treasurer................................................. 13

Section 5 - Duties of Musical Director........................................ 14

Section 6 - Duties of General Manager...................................... 14

ARTICLE 5 Committees..................................................................... 15

Section 1 - Executive Committee.............................................. 15

Section 2 - Other Committees.................................................. 15

Section 3 - Meetings and Action of Committees.......................... 16

ARTICLE 6 Execution of Instruments, Deposits and Funds.................... 16

Section 1 - Execution of Instruments........................................ 16

Section 2 - Checks and Notes................................................... 16

Section 3 - Deposits................................................................ 16

Section 4 - Gifts..................................................................... 16

ARTICLE 7 Band Records, Reports and Seal........................................ 17

Section 1 - Maintenance of Band Records.................................. 17

Section 2 - Corporate Seal....................................................... 17

Section 3 - Directors' Inspection Rights..................................... 17

Section 4 - Members' Inspection Rights..................................... 17

Section 5 - Right to Copy and Make Extracts.............................. 18

Section 6 - Annual Report....................................................... 18

Section 7 - Annual Statement of Specific Transactions to Members.... 18

ARTICLE 8 Fiscal Year...................................................................... 19

Section 1 - Fiscal Year of the Band............................................ 19

ARTICLE 9 Amendment of Bylaws...................................................... 19

Section 1 - Amendment.......................................................... 19

ARTICLE 10 Amendment of Articles..................................................... 20

Section 1 - Amendment of Articles Before Admission of Members 20

Section 2 - Amendment of Articles After Admission of Members.. 20

Section 3 - Certain Amendments.............................................. 20

ARTICLE 11 Prohibition Against Sharing Corporate Profits and Assets..... 20

Section 1 - Prohibition Against Sharing Corporate Profits and Assets. 20

ARTICLE 12 Dissolution...................................................................... 21

Section 1 - Dissolution............................................................ 21

ARTICLE 13 Members......................................................................... 21

Section 1 - Determination and Rights of Members...................... 21

Section 2 - Qualifications for Admittance to this Band................. 22

Section 3 - Admission of Members........................................... 22

Section 4 - Fees, Dues and Assessments................................... 22

Section 5 - Number of Members............................................... 22

Section 6 - Membership Book................................................... 22

Section 7 - Nonliability of Members.......................................... 23

Section 8 - Nontransferability of Memberships........................... 23

Section 9 - Termination of Membership..................................... 23

Section 10 - Rights on Termination of Membership...................... 24

Section 11 - Amendments Resulting in the Termination of Memberships 24

ARTICLE 14 Meetings of Members....................................................... 24

Section 1 - Place of Meetings................................................... 24

Section 2 - Annual and Other Regular Meetings......................... 24

Section 3 - Special Meetings of Members................................... 25

Section 4 - Notice of Meetings.................................................. 25

Section 5 - Quorum for Meetings.............................................. 25

Section 6 - Majority Action as Membership Action...................... 26

Section 7 - Voting Rights......................................................... 26

Section 8 - Proxy Voting.......................................................... 26

Section 9 - Conduct of Meetings............................................... 26

Section 10 - Action by Written Ballot Without a Meeting................ 27

Section 11 - Action by Unanimous Written Consent Without Meeting... 27

Section 12 - Record Date for Meetings........................................ 27

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:

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

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

3. 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:_____________

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:

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

2. 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;

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

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

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

6. 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:

1. 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

2. 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 t