BY-LAWS
OF
CITY OF FAIRFAX BAND ASSOCIATION, INC.

(CONTINUED)

ARTICLE IX
Contracts, Checks, Deposits, Funds

Section 1:CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2:CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner, as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or a vice president of the Corporation.

Section 3:DEPOSITS. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4:GIFTS. The Board of Directors or the President may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.


ARTICLE X
Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the Proceedings of its members and Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books arid records of the Corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.


ARTICLE XI
Fiscal Year

The fiscal year of the Corporation shall end on the last day of August in each year.


ARTICLE XII
Seal

The Board of Directors may provide a corporate seal in such form as the Directors designate.


ARTICLE XIII
Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the Virginia Nonstock Corporation Act or under the provisions of the Articles of Incorporation or by the by-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.


ARTICLE XIV
Committees

Section 1:COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.

Section 2:BOARD OF ADVISORS. At the discretion of the Board of Directors, a Board of Advisors shall be formed to furnish guidance and support to the Board of Directors in promoting the purposes of the Association according to the Constitution. The Board of Directors shall provide the Board of Advisors guidance regarding responsibilities and organizational matters. The Board of Advisors shall elect its own officers at its May meeting. The Chairman of the Board of Advisors shall serve on the Board of Directors.

Section 3:OTHER COMMITTEES. Other committees not having and exercising the authority of the Board of Directors in the Corporation may be designated by a resolution adopted by a majority vote of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee need not be members of the Corporation, the President of the Corporation shall appoint the members thereof, and each such committee shall have at least one member who is an officer of the Corporation. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

Section 4:TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 5:CHAIRMAN. One member of each committee shall be appointed chairman.

Section 6:VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 7:QUORUM. Unless otherwise provided in the resolution of the Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 8:RULES. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the board of Directors.


ARTICLE XV
Amendments to By-Laws

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a three-quarters (3/4) majority of the members present at any regular meeting or at any special meeting, provided that at least thirty (30) days written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting. The Board of Directors shall have no authority to alter or amend or repeal these By-Laws.


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