BY-LAWS
OF
CITY OF FAIRFAX BAND ASSOCIATION, INC.
(CONTINUED)

ARTICLE V
Board of Directors

Section 1:GENERAL POWERS. The affairs of the Corporation shall be managed by its Board of Directors.

Section 2:NUMBER, TENURE, QUALIFICATION AND TERM. The number of Directors shall not be less than three (3) and not exceed seventeen (17). The Directors of the Corporation shall be the seven (7) officers of the Corporation elected pursuant to Article VI (whose terms as Directors shall be the same as their term as officers specified in Article VI, Section 2), the Board of Advisors Chairman, as outlined in Article XIV, Section 2, and up to nine (9) At-Large Directors, whose terms shall be two years, staggered. The Music Director and Associate Conductor shall be Class One Directors as set forth in Article 7.1 of the Articles of Incorporation. The remaining Directors shall be Class Two Directors as set forth in Article 7.2 of the Articles of Incorporation. No officer shall be elected by the members except by the affirmative vote of at least a majority of all votes entitled to be cast in such election by all the members provided, that a super majority shall be required to elect the Music Director and Associate Conductor pursuant to Article VI, Section 1. The term of each officer shall begin August 1 of the year in which the election occurred. The Board of Advisors Chairman shall be elected pursuant to Article XIV, Section 2, for a term beginning at the May meeting of the Board of Advisors.

Section 3:REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this by-law jointly with the annual meeting of members or immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Virginia, for the holding of additional regular meetings of the Board without other notice than such resolution. The Board of Directors shall meet at least every two months.

Section 4:SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or Directors constituting no less than fifteen percent (15%) of the Directors then in office. The person or persons authorized to call special meetings of the board may fix any place, either within or without the State of Virginia, as the place for holding any special meeting of the board called by them.

Section 5:NOTICE. Notice of any special meeting of the Board of Directors shall be given at least three (3) days previous thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Directors may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of suchmeeting, unless specifically required by law or by these By-Laws.

Section 6:QUORUM. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the board, provided, that if less than a majority of the Directors are present. at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7:MANNER OF ACTING. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by the Articles of Incorporation or by these By-Laws.

Section 8:INFORMAL ACTION BY DIRECTORS. Any action required to be taken at a meeting of the Directors of the Corporation, or any other action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.

Section 9:COMPENSATION. The Class Two Directors will serve without compensation. The Board of Directors will fix the compensation of the Class One Directors.

Section 10:VACANCY. Except as provided below, a Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any vacancy occurring in the board of directors, including a vacancy created by an increase in the number of authorized directors, may be filled for the remainder of the full terms of office by the affirmative vote of a majority of the Board of Directors except (a) a vacancy caused by the removal of a Director by the members in which event the vacancy shall be filled by the members, and (b) a vacancy in the position of the Music Director or Associate Conductor which shall be filled by the members as set forth hereafter, provided that the Board of Directors has the authority to appoint an interim Music Director or Associate Conductor to serve until the vacancy is filled by the members.

Section 11:REMOVAL. Directors may be removed by majority vote of the members at any duly called meeting of the members except for the greater requirements imposed in Article VI, Section 3 as to the Music Director or Associate Conductor.


ARTICLE VI
Officers

Section 1:OFFICERS. The officers of the Corporation shall be a president, one vice president, a secretary, a treasurer, a Public Relations Coordinator, a Music Director and an Associate Conductor. The President, Vice President, Secretary, Treasurer, and Public Relations Coordinator shall be elected by a majority of the members present and voting. If a majority is not received on the first ballot, a second ballot will be taken between the two candidates for such office receiving the greatest amount of votes. The offices of Music Director and Associate Conductor shall require a super-majority vote as set forth in the succeeding sentence. As to any annual meeting in which the offices of Music Director and Associate Conductor are to be filled (without impairing the validity of other business transacted including the election of the President, Vice President, Secretary, Treasurer, and Public Relations Coordinator) two-thirds (2/3) of the Corporation membership must be in attendance and three-fourths (3/4) of those members present must vote in favor of the offices of Music Director or the Associate Conductor. However, neither appointment nor dismissal of the Music Director or Associate Conductor shall be put before the Association membership except upon the majority vote of the Class Two members of the Board of Directors. Notwithstanding the above (and the terms set forth in Section 2 below), the initial officers of the Corporation, shall be elected by the Board of Directors and shall serve until the first annual meeting at which their replacement is elected. No two offices may be held by the same person.

Section 2:ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected prior to the election of the Class Two At-Large Directors. The President, Vice President, and Public Relations Coordinator shall be elected for two-year terms in even-numbered years. The Secretary and Treasurer shall be elected for two-year terms in odd-numbered years. The Music Director and the Associate Conductor shall each serve for a term of thirty (30) years beginning at the first annual meeting of the members but subject to earlier removal, however, at any time, with or without cause, pursuant to Article VI, Section 3 of these By-Laws. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be held. Vacancies may be filled or new offices created and filled at any meeting of the members. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. The term of each officer shall begin August 1 of the year in which the election occurred.

Section 3:REMOVAL. Any officer may be removed by the members whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Notwithstanding anything in these By-Laws to the contrary, the Corporation membership must be notified at least 30 days prior to the Corporation membership meeting called to consider the removal or filling of any vacancy with respect to the Music Director or the Associate Conductor. As to such meeting, two-thirds (2/3) of the Corporation membership must be in attendance and three-fourths (3/4) of those members present must vote in favor of the removal or filling of any vacancy with respect to the Music Director or the Associate Conductor.

Section 4:VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. Any vacancy occurring in any office of the Corporation, may be filled for the remainder of the full terms of office by the affirmative vote of a majority of the Board of Directors except (a) a vacancy caused by the removal of an officer by the members in which event the vacancy shall be filled by the members; and (b) a vacancy in the position of the Music Director or Associate Conductor which shall be filled by the members as set forth hereafter, provided that the Board of Directors has the authority to appoint an interim Music Director or Associate Conductor to serve until the vacancy is filled by the members.

Section 5:PRESIDENT. At the first Board of Directors meeting following each election, a Chairman of the Board of Directors shall be elected from among those persons who are then members of the Board of Directors. The Chairman of the Board shall preside at all meetings of the members and of the Board of Directors and shall see that orders and resolutions of the Board of Directors are carried into effect. He shall have the power to execute, on behalf of the Corporation, bonds, mortgages and all other contracts and documents, whether or not under the seal of the Corporation, except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation. He shall have general powers of supervision and management of the business of the Corporation and shall be the final arbiter of all differences between officers of the Corporation and his decision as to any matter affecting the Corporation shall be final and binding as between the officers of the Corporation, subject only to the Board of Directors of the Corporation. The President shall be the chief executive officer of the Corporation. Within the policies and objectives prescribed by the Board of Directors and under the general supervision of the Board, he shall establish operating procedures for, and administer and direct, all aspects of the Corporation's operating activities. He shall have the power to execute documents where by law the signature of the President is required. In general, he shall have all powers and shall perform all duties usually vested in the office of the President of a corporation, subject to the right of the Board of Directors to delegate powers to other officers or committees of the Corporation, except those powers which may be exclusively conferred by law upon the office of the President.

Section 6:VICE PRESIDENT. In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to them by the President or by the Board of Directors.

Section 7:TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these By-Laws; and in general perform all the duties incident to the offices of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 8:SECRETARY. The Secretary shall keep minutes of the meetings of the members of the Board of Directors in one or more books provided for the purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 9:PUBLIC RELATIONS COORDINATOR. The Public Relations Coordinator will promote and publicize the activities of the Corporation. All press releases on the Corporation's activities must be approved by the Public Relations Coordinator, President, or Music Director before being released to the press, radio, TV, or other public organizations. All audio and video recordings of the Concert Band and its ensembles must be reviewed and approved by the Music Director before being released.

Section 10:MUSIC DIRECTOR. The Music Director is responsible for the artistic focus, musical development and performance quality of the Concert Band and its ensembles. The Music Director evaluates the technical and musical skills of potential members of the Concert Band; conducts auditions if necessary; determines seating within sections; determines the appropriate size of the Concert Band and its individual sections; selects music for rehearsal and performance; in coordination with the Board of Directors, schedules performances of the Concert Band and determines performance programs; periodically evaluates the musical skills and programming of the small ensembles to assure they appropriately represent the Association; and in coordination with the Associate Conductor, conducts the rehearsals and performances of the Concert Band.

Section 11:ASSOCIATE CONDUCTOR. In the absence of the Music Director or in the event of his inability to act, the Associate Conductor shall perform the duties of the Music Director, and when so acting, shall have the powers to and be subject to all the restrictions upon the Music Director. The Associate Conductor shall perform such other musical leadership duties as may be appropriately assigned by the Music Director to the benefit of the Concert Band and its ensembles.

Section 12:COMPENSATION. No officer, excepting the Music Director and the Associate Conductor, shall receive compensation, either directly or indirectly, without approval of themembership as set forth in Article VII below. The Music Director and Associate Conductor's compensation shall be set by the Board of Directors subject, however, to change by the membership.


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