Section 1:QUALIFICATION AND SELECTION OF MEMBERS. The initial Board of Directors shall elect the members of the Corporation at the first Organizational Meeting. Thereafter, the Board of Directors shall by majority vote elect or remove members and members shall serve until so removed. The members shall elect the officers and the Board of Directors and shall have the power to remove same at any duly called meeting for that purpose. The rights, qualifications and privileges of membership may be amended by the members from time to time by amendment of these By-laws.

Section 2:VOTING RIGHTS. Each member shall be entitled to one vote on each matter submitted to a vote of the members. Voting shall not be cumulative. Except as specifically set forth in these By-Laws to the contrary, all matters or the Articles of Incorporation submitted to the member for vote shall require majority vote of the members then present and voting at a meeting where a quorum exists.

A.	Any individual who is interested in the purpose of The City of Fairfax Band Association, may be considered a candidate for membership, provided that:
	(i)	A written application is made to the Music Director;
	(ii)	The individual can perform the music played by the Concert Band or its ensembles to the satisfaction of the Music Director;
	(iii)	An audition is completed if required by the Music Director for admittance to the Concert Band, or its ensembles, or for placement within the sections; and
	(iv)	A vacancy exists, as determined by the Music Director.
B.	Such a candidate shall become a member of the Corporation when:
	(i)	The requirements mentioned in Section 3.A of this Article have been met;
	(ii)	A probationary period of 90 days has been fulfilled showing a sincere interest to participate and support the Concert Band, its ensembles and activities; and
	(iii)	Current membership dues have been paid.
C.	Everyone admitted to membership shall remain a member as long as he or she shows musical competence and fulfills the conditions and duties of membership as stated in the Constitution and By-Laws, subject to such member's removal as provided herein.

Section 4:DUTIES OF MEMBERSHIP.

A.	All members shall take part in the activities of the Concert Band or its ensembles.

Section 1:ANNUAL MEETING. The first annual meeting of the members shall be held at the second rehearsal in September, 1994. Thereafter, an annual meeting of the members shall be held at the second rehearsal in the month of May in each year, beginning with the year 1995, for the purpose of electing officers and Directors and for the transaction of such other business as may come before the meeting. If the election of officers and Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members called as soon thereafter as conveniently may be held.

Section 2:SPECIAL MEETING. Special meetings of the members may be called by the President, the Board of Directors or a majority of the members of the Corporation.

Section 3:PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Virginia as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Virginia, provided, however, that if all of the members shall meet at anytime and place either within or without the State of Virginia, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 4:NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these By-Laws, the purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 5:INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the members of the Corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 6:QUORUM. The members holding a majority of the votes which may be cast at any meeting shall constitute a quorum at such meeting; provided that a two-thirds (2/3) majority of the votes which may be cast shall be required as a quorum (i) for the annual meeting; or (ii) any special meeting called for the purpose of amending the Corporation's Articles of Incorporation or By-Laws. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 7:PROXIES. At any meeting of members a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.

Section 8:NOMINATING COMMITTEE. Before each annual meeting of the members, the President shall appoint a 4-member Nominating Committee (one member of which shall be a board member) for the purpose of preparing a slate of candidates to be:

a.President
b.Vice President
c.Secretary
d.Treasurer
e.Public Relations Coordinator
f.At-Large Class Two Directors