ProposedTCBBylaws

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The following Bylaws were approved by the Board of Directors on September 12, 2004

BYLAWS OF TUCSON CONCERT BAND

FOUNDED BY HOWARD BEAVER, DIRECTOR EMERITUS

ARTICLE I: PRINCIPAL OFFICE

The principal office of the Corporation shall be located in Tucson, Arizona. The Corporation may have such other offices, either within or without the State of Arizona, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

The Corporation shall have and continuously maintain in the State of Arizona a registered office and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office located at Tucson, Arizona. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II: NAME AND PURPOSE

Section 2.1 Name. The name of the corporation is Tucson Concert Band (herein referred to as the "Corporation").

Section 2.2

Purpose. The purposes for which this Corporation is organized are exclusively for charitable, religious, educational, and scientific purpose, including, for such purpose, the making of distribution to organizations that qualify as exempt organization under section 501(c) (3) of the Internal Revenue Code (the "Code"), or corresponding section of any future federal tax code. The Corporation has as its primary purpose the promotion of the musical talents of members of the Tucson community and Pima County through re-identification, restoration, and recycling of those talents, and by providing musicians the opportunity and encouragement to participate in a well-organized musical ensemble, and to share these talents through public performance.

Section 2.3

Exemption. Notwithstanding any other provision of these article, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income tax under 501 (c) (3) of the Code, or corresponding section of any future federal tax code or (b) by a corporation contributions to which are deductible under 170 (c) (2) of the Code, or corresponding section of any future federal tax code.

Section 2.4

Distribution of Assets. Under the winding up and dissolution of this Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed to a non-profit fund, foundation or corporation, which is organized and operated exclusively for charitable, education, or religious and/or scientific purposes and which has established its tax-exempt status under § 501(c )(3) of the Code.

ARTICLE III: MEMBERSHIP

Section 3.1.

Classes of Members. The Corporation shall have one (1) class of Members, which consists of the participating members of the Tucson Concert Band. Membership is open to all persons above high school age regardless of musical experience. At the discretion of the Musical Director, high school students with demonstrated instrumental abilities may obtain permission to participate in the Tucson Concert Band.

Section 3.2

Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members.

Section 3.3

Termination of Membership. The Board of Directors may, upon recommendation of the Musical Director and the affirmative vote of two-thirds (2/3) of the Board of Directors, suspend or expel a member for cause after an appropriate hearing.

Section 3.4

Resignation. A member may resign by notifying the Section Leader or Musical Director, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Delete Section 3.5

Reinstatement. Upon written request signed by a former member and filed with the secretary, the Board of Directors may, upon recommendation of the Musical Director and the affirmative vote of two-thirds (2/3) of the members of the boards, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

Section 3.5

Transfer of Membership. Membership in this corporation is not transferable or assignable.

ARTICLE IV: MEETINGS OF MEMBERS

Section 4.1

Annual Meeting. An annual meeting of the members shall be held on the first Thursday in May in each year, beginning with the year 2004 at the hour of 7 pm for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors is not 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 as soon thereafter as is convenient.

Section 4.2

Special Meetings. Special meetings of the Members may be called by the President, a majority of the Board of Directors or not less than one-tenth (1/10) of the members having voting rights, notifying the Board of the call.

Section 4.3

Place of Meeting . The Board of Directors may designate any place, either within or without the State of Arizona, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If all of the Members shall meet at any time and place, whether within or without the State of Arizona, 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 4.4

Notice of Meeting. Written or printed notice stating the place, day and hour of any meeting of Members shall be delivered, either personally, by mail, or by email to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) 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 Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be 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 4.5

Informal Action by Members. Any action required by law to be taken at a meeting of the Members, or any action that 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, is signed by all the Members entitled to vote with respect to the subject matter thereof.

Section 4.6

Quorum. The members holding thirty-three percent (33%) of the votes that may be cast at any meeting shall constitute a quorum at such meeting. 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 4.7

Voting by Mail. Where Directors are to be elected by Members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

ARTICLE V: BOARD OF DIRECTORS

Section 5.1

General Powers. The affairs of the Corporation shall be managed by its Board of Directors (herein referred to as "Board of Directors" or "Board"). Directors need not be residents of the State of Arizona.

Section 5.2

Number, Tenure and Qualifications. The number of Directors shall not be less than five (5) nor more than fifteen (15). Directors shall be elected by the Members, with the exception of Howard Beaver (or his designee), who shall have a permanent place on the Board. The Musical Director and Associate Musical Director, appointed by the Board, are non-voting members of the Board. Board members shall be individuals who are willing to attend meetings and participate fully in the business of the Corporation, which includes serving on one or more of the various committees formed to carry out the operation of Corporation. The tenure of the Directors shall be staggered in order to provide continuity. The first Board elected at the 2004 Annual meeting will consist of eight (8) elected voting Directors plus Howard Beaver. Four (4) Directors will be elected to one (1) year terms, expiring at the 2005 Annual Meeting, and four (4) will be elected to two (2) year terms, expiring at the 2006 Annual Meeting. These terms of office may be terminated with resignation or removal pursuant to the terms of these Bylaws and will be continued until his or her successor has been elected. Thereafter, each elected Director, including any initial Director who may be re-elected after the completion of their initial two-year term, shall serve for two-year terms, until resignation or removal pursuant to the terms of these Bylaws or until a successor shall have been elected. Election of Directors shall occur at each Annual Meeting, but may occur at any other time. In the event that a Director is elected to membership mid-year, that Director shall be considered to be a member of the class of Directors elected at the last-held annual meeting, and shall serve the same tenure as those Directors. Any person having served four (4) consecutive years on the Board of Directors must have a one-year break before again being elected to the Board of Directors.

Section 5.3

Regular Meetings. The regular meetings of the Board of Directors shall be held quarterly, or as needed, with written notice of the time and place given at least ten days prior thereto.

Section 5.4

Special Meeting. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) voting Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Arizona, as the place for holding any special meeting of the Board called by them. Notice of any special meeting of the Board of Directors shall be given at least two (2) days prior thereto by written notice.

Section 5.5

Notice. Notice for the purposes of these Bylaws shall mean written notice delivered in person, by telephone, email, facsimile or other form of wire or wireless communication, or by mail or private carrier each Director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed delivered two business days after deposit in the United States mail in a sealed envelope so addressed, with postage prepaid. If delivered by email or facsimile, such notice shall be delivered to the email address or fax number of the respective Director who has supplied such address or number to the Corporation, and shall be deemed delivered upon record of successful transmission to that address or number. If all Directors consent to the holding of a meeting without call or notice, such meeting shall be valid. Any Director 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 that was not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 5.6

Quorum. A majority, defined herein as more than ½ of the voting Directors, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but 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. If a quorum of Directors is present when the meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more Directors.

Section 5.7

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, unless the act of a greater number is required by law or by these Bylaws.

Section 5.8

Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any 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 to be taken, shall be signed by all of the Directors.

Section 5.9

Vacancies. Vacancies on the Board of Directors resulting from death, incapacity to serve, resignation, removal or otherwise, shall be filled by appointment by the President with approval of the remaining Directors, and a Director so appointed shall hold office for the balance of the term of the Director replaced, and thereafter until his or her successor has been duly elected.

Section 5.10

Removal. Any Director may be removed from office at any time, with or without cause, by the vote of a majority of the Board of Directors. The removed Director shall receive written notice of the reason for the removal at least fifteen (15) days prior to the effective date and shall have an opportunity to be heard either orally or in writing by persons authorized to undo the removal at least five (5) days prior to the effective date. A removal is appropriate if it is reasonable taking into consideration all of the relevant facts and circumstances. The decision of the Board is final.

Section 5.11

Unexcused Absences. Any Director who is absent from two consecutive meetings of the Board of Directors without prior notification of the President, or such person as the President shall designate, may be removed upon a majority vote of the Board of Directors.

Section 5.12 Conflict of Interest.

5.12.1

Disclosure. Any duality of interest or possible conflict of interest on the part of any Director shall be disclosed to the other Directors and made a matter of record when the interest becomes a matter of the Board or executive committee action. If not prevented from disclosure by a duty imposed by law or professional canon, the Director having a conflicting interest shall disclose the existence and nature of the conflicting interest and all facts known to the Director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction. If prevented from making such disclosure by a duty imposed by law or professional canon, a Director having a conflicting interest shall (a) disclose the existence and nature of the conflicting interest and inform the Board of the character and limitations imposed by that duty before their vote on the transaction, and (b) play no part, directly or indirectly, in their deliberations or vote.

Any Director having a duality of interest or possible conflict of interest on any matter shall not vote or use his or her personal influence on the matter, and he or she shall not be counted in determining the quorum for the meeting, even where permitted by law. The minutes of the meeting shall reflect that a disclosure was made, as well as the abstention from voting and the status of the quorum at the time of the vote.

5.12.2

Contracts. No contract or other transaction between the Corporation and its Directors or officers or between the Corporation and any other corporation, firm, association, or entity in which its Directors or officers are members, directors, or officers or are financially interested shall be either void or voidable because of the relationship or interest or because the Director or officer is present at the meeting of the Board or of the committee of the Board that authorizes, approves, or ratifies such contract or transaction or because his, her or their votes are counted for such purpose, if either of the following apply:

(a)

the fact of such relationship or interest is disclosed or known to the Board or to the committee thereof that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of the interested Director(s); or

(b)

the contract or transaction is fair and reasonable to the Corporation at the time the contract or transaction is authorized, approved, or ratified in the light of circumstances known to those entitled to vote on the matter at that time.

Section 5.13

Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation for such actual services.

Section 5.14

ARTICLE VI: OFFICERS

Section 6.1

Officers. The officers of the Corporation shall be a President, Vice-President, Treasurer, and Secretary. Other officers and assistant officers as needed may be appointed or elected by the Directors. All officers shall be members of the Board of Directors. The same individuals may simultaneously hold more that one office in the Corporation. The Officers shall be elected from among the Directors.

Section 6.2

Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following the Annual Meeting. If the election of officers is not held at such meeting, such elections shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of Board of Directors. Each officer shall hold office until a successor has been duly elected and shall have qualified. The Band Manager and Musical Director shall be appointed by the Board.

Section 6.3

Removal. Any officer elected or appointed by the Board of Directors, with the exception of the Musical Director, may be removed by a vote of the majority of the Board of Directors 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 officers so removed. The removed officer shall receive written notice of the reason for the removal at least fifteen (15) days prior to the effective date and shall have an opportunity to be heard either orally or in writing by persons authorized to undo the removal at least five (5) days prior to the effective date. A removal is appropriate if it is reasonable taking into consideration all of the relevant facts and circumstances. The decision of the Board is final.

Section 6.4

Resignation. Any officer may resign at any time by giving written notice to the President or the Secretary of the Corporation. Such resignation shall take effect when received or at any later date specified therein, and the acceptance by the Board of such resignation shall not be necessary.

Section 6.5

Vacancies. With the exception of the Musical Director, a vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors as discussed in section 5.9.

Section 6.6Duties of Officers and Appointed Board Members

6.6.1

President. The President shall preside at all meetings and be the Chief Executive Officer and President of the Corporation, having a general direction of all affairs subject to the control of the Board of Directors, having authority to execute, in the name of the Corporation, all contracts and other documents as authorized by the Board of Directors. At meetings the President shall develop agenda, preside at the meetings, designate committees, and appoint committee members, to be confirmed by the Board of Directors. The President will also make reports or recommendations to the Directors and to the membership of the Corporation concerning the works and affairs of the Corporation.

6.6.2

Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there be more than one vice president, the Vice Presidents in the order of their election) 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. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

6.6.3

Treasurer. The Treasurer shall receive and have custody of all funds of the Corporation and deposit same in such bank or banks as may be designated by the Board of Directors. The Treasurer shall, when requested by the President, report the state of the finances at any meeting of the Board of Directors. The Treasurer shall perform such other services as the Board of Directors may require. The Treasurer will cooperate with an annual audit of the accounting records of the Corporation. The President will appoint an audit committee, with concurrence of a majority of the Board of Directors.

6.6.4

Secretary. The Secretary shall keep a full, complete, and accurate record of the proceedings of the Board of Directors, shall give notice of such meetings as required, and shall discharge such other duties as pertain to the office or as prescribed by the President or the Board of Directors. An Acting Secretary, in the absence of the Secretary or inability of the Secretary to act, shall be named by the President to perform the duties and functions of the Secretary.

6.6.5

Band Manager. The Band Manager will be appointed by the Board of Directors and will coordinate concerts with the Musical Director, determine rehearsal schedules. The Band Manager may also monitor Corporate finances to ensure compliance with the Code governing activities of Tax Exempt Organizations and advise the Board of Directors of any conflicts. The Band Manager will also act as contact point for all potential performances by the Corporation, act as Corporate co-representative along with the Musical Director for activities associated with membership in the Association of Concert Bands and perform other duties as requested by the Board of Directors.

6.6.6

Musical Director. The Musical Director will be appointed by the Board of Directors and shall exercise overall authority and responsibility for all matters musical, which shall include, but not be limited to, personnel decisions (seating of sections), guest instrumental soloists, guest directors, and selection and rehearsal of repertoire. An Associate Musical Director shall be appointed by the Musical Director and approved by a majority vote of the Board of Directors. The Associate Musical Director shall perform the job of the Musical Director, as required or requested. The Musical Director and Associate Musical Director are non-voting members of the Board of Directors and expected to attend Board meetings. In the event of a vacancy in the post of Musical Director, a search committee numbering three (3) to five (5) persons and appointed by the President shall solicit applications for Musical Director. The final selection of the Musical Director shall be made by a majority vote of the Board of Directors. The Musical Director(s) can be removed by a two-thirds vote of the Board of Directors.

ARTICLE VII: COMMITTEES

Section 7.1

Operating Committees. Operating Committees of the Board, both temporary and permanent, may be established by the President, as necessary, with concurrence of the Board of Directors. The President shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the Corporation shall be served by such removal.

Section 7.2

Advisory Committee. An advisory committee made up of interested citizens from the community may be established by the vote of a majority of Board of Directors . Participants on the advisory committee will not be members of the Corporation. The designation and appointment of any such committee and any delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it, her or him by law.

ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 8.1

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 Bylaws, 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 may be confined to specific instances.

Section 8.2

Checks. All checks, drafts or 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. Any such instruments in amounts greater than $50 shall be signed by the treasurer and countersigned by the President or a Vice-President of the Corporation.

Section 8.3

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 8.4

Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for any purpose of the Corporation.

ARTICLE IX: BOOKS AND RECORDS

The Corporation shall keep current and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Board of Directors. All books and records of the Corporation may be inspected by any Member of the Corporation or that Member's agent or attorney for any proper purpose at any reasonable time.

ARTICLE X: CONTRIBUTIONS

The Corporation may accept any designated contribution, bequest or devise not inconsistent with its general tax-exempt purposes, its articles of incorporation and these Bylaws. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. The Corporation shall receive all right, title and interest in and to and control of such contributions, as well as discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use. Further, the Corporation shall retain complete control over all donated funds (including designated contributions) and shall exercise its discretion so as to insure that such funds will be used to carry out its tax exempt purposes.

ARTICLE XI: INVESTMENTS

The Board of Directors shall have power to make investments of the funds of the Corporation and to change the same, and may from time to time dispose of any part or all of same or any rights or privileges that may accrue thereon. The Board of Directors may delegate such powers to an investment committee, if one, or to one or more executive officers of the Corporation. Any person or persons so designated by the Board of Directors shall have authority to execute such form of transfer and assignment as may be customary to constitute the transfer of stocks or other securities in the name of the Corporation.

ARTICLE XII: INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES

The Corporation shall indemnify, to the maximum extent permitted by A.R.S. § 10-3850 et seq., any person who is a party or is to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, or any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he or she is or was a director, officer, advisor, or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, advisor, or employee of any other Corporation, partnership, joint venture, or other enterprise, against expenses (including attorney's fees), against judgments and fines, and amounts paid on settlement to the extent permitted by law. Expenses including attorney's fees incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of any such action, suit or proceeding to the extent permitted by law. The Corporation may, to the full extent then permitted by law and authorized by the directors, purchase and maintain insurance on behalf of any officer, director, advisor, or employee against any liability asserted against and incurred by any such person in any such capacity, or acting out of his or her status as such whether or not the Corporation would have the power to indemnify such person against such liability.

ARTICLE XIII: SEAL

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation.

ARTICLE XIV: WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Arizona Nonprofit Corporation Act or under the provisions of the Articles of the Incorporation or the Bylaws 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 XV: AMENDMENTS

These bylaws may be amended, added to, altered, or rescinded and new bylaws adopted by a majority vote of the Board of Directors at any annual or regular meeting of the Board or special meeting called for that purpose; provided, however, in no event shall these bylaws be amended so as to make the Corporation other than an organization falling within the meaning of Section 501(c)(3) of the Code. The text of any proposed amendment shall be distributed to each member of the Board, together with the appropriate notice of meeting, at least ten days prior to the date of any meeting at which such amendment is to be considered.

CERTIFICATION

The undersigned Directors, being duly elected and qualified, and acting on behalf of an Arizona non-profit Corporation, do hereby certify that the forgoing instrument constitutes the bylaws of said Corporation duly and regularly adopted and approved by the Board of Directors at the organizational meeting of said Board, or subsequently as indicated.

Director /s/ Howard Beaver 9/12/04 Director /s/ John Prokop 9/12/04

Director /s/ David Hooker 9/12/04 Director /s/ Imogene Helm 9/12/04

Director

/s/ Lois Burke 9/20/04 Director /s/ Liz Beaver 9/12/04

Director

/s/ Fritz Pritchett 9/12/04 Director /s/ Jack Statler 9/20/04

Director

/s/ Gordon Guibert 9/12/04