In addition, this corporation is formed for the purposes of performing all things incidental to the achievement of the foregoing specific and primary purposes. The corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its specific and primary purposes.

This corporation shall hold and may exercise all such powers as may be conferred upon a nonprofit corporation by the laws of the Commonwealth of Virginia and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the corporation, provided, however, that in no event shall the corporation engage in activities which are not permitted to be carried on by a corporation exempt under Section 501© (3) of the Internal Revenue Code.

Section 2. Rights of Membership. Members shall have the right to vote, as set forth in these bylaws, on the election of directors, on the disposition of all or substantially all of the issues coming before the corporation, and any amendment of those articles of incorporation or bylaws.

Section 3. Liability for Debts or Obligations. A member of the Corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

Section 2. Special Meetings. A special meeting of the members for any lawful purpose may be called at any time by the Board, the president of the Board, and the Band Director. A special meeting may be requested by ten (10%) or more members of the corporation. Such a request shall be made by submitting a written request specifying the general nature of the business proposed to be transacted, to the president or the secretary of the Board. The Board

of Directors shall act on the request within 30 days of its receipt and shall cause notice to be given to the membership not less than one week prior to such meeting, stating the reason, time, date, and place for the special meeting. No business other than the business, the general nature of which was set forth in the notice of the meeting, may be transacted at any special meeting.

Section 3. Quorum. Any members ,including at least one officer, present at any regularly scheduled meeting as described in Section 1 above shall constitute a quorum.

Section 4. Voting. Voting may be by voice or ballot, except the election of officers must be by ballot if demanded by any member at the meeting before the voting begins. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. The affirmative vote of a simple majority of the voting members attending the meeting, shall be the act of the members.

Section 5. Authority. This organization shall be governed by the Robert's Rules of Order (Revised Edition) in all cases in which they do not conflict with the rules of this organization.

Section 6. Topics. No member or visitor shall discuss the teaching methods of the Band Director during a regular or special meeting. Nor shall they discuss their child's or other students academic or behavioral performance in the Band program. For such discussions, the concerned party shall arrange a private meeting with the Band Director and/or school administration.

Section 2. Number of Directors. The initial Board of Directors shall be four: a President, a Vice-President, a Secretary and a Treasurer. The Band Director shall be an ex officio Director. The number of Directors may be changed by amendment or revision of these bylaws, or by repeal of these bylaws and adoption of new bylaws, as provided by these bylaws.

Section 3. Election, Designation, and Term of Office of Directors. The four (4) Directors shall be elected at the regular meeting of the members in April of each year, for a term of one (1) year. Each Director will serve from June 1 until May 31 of each year and shall hold office until expiration of the term for which elected and until a successor has been elected. Directors may serve any number of consecutive terms.

Section 4. Vacancies. For any vacancy which occurs on the Board of Directors, the membership, at the next regularly scheduled meeting following the effective date of the vacancy, shall elect a successor to take office to fill the unexpired term of office.

Section 5. Fees and Compensation. Directors and members of committees may not receive any compensation for their services as such, but may receive reimbursement of expenses as may be fixed or determined by resolution of the membership.

Section 6. Officers. The officers of the corporation shall consist of a President, Vice-President, Secretary, and Treasurer. No person may serve in more than one position. In addition to the duties specified in this Section, officers shall perform all other duties customarily related to their office and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, subject to the control of the majority vote of the membership, and shall perform such additional duties as the membership shall from time to time assign. The Vice-President of the Corporation shall, in the absence of the President, or in the event of his or her inability or refusal to act, perform all the duties of the President, and when so acting shall have all the powers of, and be subject to the same expectations as the President.

The Secretary, or his or her designee, shall act as secretary of all the meetings of the Board of Directors, and the members, and shall keep the minutes of all such meetings. He or she shall also insure that the written correspondence of the corporation is managed in a thorough and professional manner.

The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and other matters customarily included in the financial affairs of a private nonstock corporation. The Treasurer shall deposit or cause to be deposited all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the membership. The Treasurer, with the assistance of another member of the corporation, shall make an accurate accounting of the cash receipts following major fund raising events, with deposits made into the night depository of the financial institution chosen by the membership. The Treasurer shall disburse or cause to be disbursed the funds of the corporation as may be ordered by the Board of Directors or the membership, and shall render to the membership monthly in writing, an accounting of all the Corporation’s financial transactions and of the financial condition of the corporation.

Section 2. Loans. This corporation shall not make any loan of money or property to, or guarantee the obligation of, any director, officer or member of the corporation. The corporation may, however, advance money to a director, officer, or member for expenses reasonably anticipated to be incurred in performance of duties of such officer, director or member so long as such individual would be entitled to be reimbursed for such expenses.

Section 3. Self-Dealing Transactions. Except as approved in Section 4 below, the membership shall not approve a self-dealing transaction. A self-dealing transaction is one to which the corporation is a party and in which one or more officers or members has a material financial interest or a transaction between this corporation and any person.

Section 4. Approval. The Corporation may approve a self-dealing transaction if the membership determines that the transaction is in the best interests of, and is fair and reasonable to, this corporation and, after reasonable investigation under the circumstances, determines that this corporation could not have obtained a more advantageous arrangement.

Section 5. Indemnification. To the fullest extent permitted by law, this corporation shall indemnify its directors, officers and agents, including persons formerly occupying any such position, and the heirs, executors and administrators of such persons, against all expenses (including attorneys’ fees and disbursements) judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any action, suit, or proceeding, including an action by or in the right of the corporation, by reason of the fact that the person is or was an officer, director or agent of this corporation. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled apart from this Article. The corporation shall have power to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors and agents, against any liability asserted against or incurred by such persons in such capacity or arising out of the person’s status as such.

Section 2. Ad hoc committees. The Board of Directors or the membership by resolution may appoint ad hoc committees to work on specific and time limited issues that are of interest and benefit to the corporation. Ad hoc committees shall only possess those duties and responsibilities explicitly stated in their formative resolution and shall be dissolved upon the completion of their specific tasks, unless the Board of Directors and membership deem their continued existence justifies standing committee status.

Unless otherwise specifically determined by the membership or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages, and other evidences of indebtedness of the corporation, and other corporate instruments or documents, shall be executed, signed, or endorsed by the President, Vice-President, Secretary and the Treasurer.

All checks and drafts drawn on banks or other depositories on funds to the credit of the corporation, or in special accounts of the corporation, shall be signed by such person or persons as the Board of Directors and the membership shall authorize to do so.

Section 2. Fees and Assessments. Fees and assessments may be assessed as needed from time to time by the board. In particular, a fee for Marching Band Camp and Uniform Replacement/Maintenance shall be assessed annually.

The Uniform Replacement/Maintenance fee shall be a minimum fee of twenty -five dollars ($25) for each child in the band, to be paid in August each year. It shall be set aside in a special account for uniform cleaning and maintenance and future uniform replacement purposes. The price of one pair of gloves for marching season will be included in this assessment. The balance of this amount will be set aside in a uniform replacement and maintenance fund. Additional fees may be assessed for uniform items such as shoes and additional gloves.

Parents or guardians who have more than one child in the band program will have the Marching Band Camp fee reduced to 50% for all children in excess of one. Parents or guardians, whose children qualify for free or reduced lunches, will also have their Marching Band Camp fee reduced to 50% of the annual fee.

Section 3. Product/fund raising profits. Profits from all fund rasing efforts undertaken by this corporation, its members, band members, and their assigns on behalf of this corporation shall remain the property of this corporation at all times until dispersed. Profits from general fund rasing operations shall go to the general fund of the corporation or such special fund(s) as designated prior to that project.

Profits, less 10% corporate sponsorship, from individual product and fund raising projects will be maintained in individually tracked ledger accounts for each student in the band. These funds shall be used to assist students in meeting obligations associated with fees and assessments within the band program as described in section 2 above or for a Senior Gift to the Band. Any funds not used for such purposes and following a student’s graduation or departure from the band, shall revert to the general fund of the corporation.