Northern California Band Association, Inc

BYLAWS OF

NORTHERN CALIFORNIA BAND ASSOCIATION, INC. (California Nonprofit Public Benefit Corporation) BYLAWS OF NORTHERN CALIFORNIA BAND ASSOCIATION, INC. (California Non profit Public Benefit Corporation)

TABLE OF CONTENTS

ARTICLE I NAME, OFFICE AND PURPOSE Section 1. Name…………………………………………………………………………………..1 Section 2. Principal Office………………………………………………………………………..1 Section 3. Purpose………………………………………………………………………………...1

ARTICLE II NONPARTISAN ACTIVITIES…………………………………………………………………… 1

ARTICLE III DEDICATION OF ASSETS…………………………………………………………………...…1

ARTICLE IV MEMBERSHIP Section 1. Classification and Qualification of Members…………………………………………. 2 A. Regular Members……..…………………………………………………………..……2 B. Associate Members…………………………………………………………………….. 2 C. Eligibility……………………………………………………………………………...… 2 D. Application Fee………………………………………………………………………... 2 E. Assessments…………………………………………………………………….………3 F. Number of Members……………………………………………………………….…... 3 G. Transferability of Membership…………………………………………………….…...3 Section 2. Membership Roll……………………………………………………………………… 3 Section 3. Voting Rights-Regular Members………………………………………………………3 Section 4. Voting Rights-Associate Members……………………………………………………. 3 Section 5. Inspection Rights…………………………………………………………………….… 3 A. Demand……………………………………………………………………………….. 3 B. Rights………………………………………………………………………………..….3 C. Alternative Method of Achieving Purpose…………………………………………..…4 Section 6. Non-Liability of Members……………………………………………………………... 4 Section 7. Membership Certificates……………………………………………………………….4 Section 8. Termination of Membership…………………………………………………………... 4 A. Causes…………………………………………………………………………...…..….4 B. Effect of Termination………………………………………………………………..… 5 Section 9. Meeting………………………………………………………………………………... 5 A. Call of Meetings……………………………………………………………………….. 5 B. Place of Meetings……………………………………………………………………… 5 C. Time of Regular Meetings…………………………………………………………...…5 D. Special Meetings………………………………………………………………………. 5 E. Adjournment……………………………………………………………………………5 F. Contents of Notice………………………………………………………………..…… 5 G. Waivers, Consents, and Approvals……………………………………………………..5 H. Quorum…………………………………………………………………………………6 I. Proxy…………………………………………………………………………………….6 J.Loss of Quorum…………………………………………………………………………. 6 K. Adjournment of Lack of Quorum………………………………………………………6

Section 10. Voting of Membership……………………………………………………………….. .6 A. Voting Rights………………………………………………………………………….. 6 B. Indivisible Interest in Single …………………………………………………….……. 6 C. Memberships in Two or More Names………………………………………………… 6 D. Record Date or Membership…………………………………………………………… 6 E. Cumulative Voting…………………………………………………………………….. 6 Section 11. Action Without Meeting By Written Ballot.…..……………………………………. 6 A. Ballot Requirements……………………………………………………………………. 6 B. Limitations Pertaining to Election of Directors……………………………………….. 7 C. Solicitation of Ballots…………………………………………………………………... 7 D. Revocation of Ballot……………………………………………………………………. 7 Section 12. Conduct of Meetings………………………………………………………………….. 7 A. Chairman………………………………………………………………………………... 7 B. Secretary of Meetings…………………………………………………………………... 7 C. Rules of Order…………………………………………………………………………... 7 Section 13. Inspectors of Election…………………………………………………………………. 7 A. Appointment……………………………………………………………………………. 7 B. Duties…………………………………………………………………………………… 7 C. Vote of Inspectors………………………………………………………………………. 8 D. Report and Certificate…………………………………………………………………... 8

ARTICLE V BOARD OF DIRECTORS………………………………………………………………………… 8 Section 1. General Powers…………………………………………………………………………. 8 Section 2. Number…………………………………………………………………………………. 8 Section 3. Qualifications…………………………………………………………………………... 8 Section 4. Terms of Office………………………………………………………………………… 9 Section 5. Nomination…………………………………………………………………………….. 9 Section 6. Election…………………………………………………………………………………. 9 Section 7. Compensation…………………………………………………………………………... 9 Section 8. Meetings………………………………………………………………………………... 9 A. Call of Meetings………………………………………………………………………... 9 B. Place of Meetings………………………………………………………………………. 9 C. Time of Regular Meetings……………………………………………………………… 9 D. Special Meetings……………………………………………………………………….. 9 E. Quorum…………………………………………………………………………………. 9 F. Transactions of Board………………………………………………………………….. 9 G. Conduct of Meetings………………………………………………………………….. 10 H. Adjournment…………………………………………………………………………. 10 Section 9. Action Without Meeting……………………………………………………………… 10 Section 10. Removal of Directors………………………………………………………………..10 A. Removal for Cause…………………………………………………………………....10 B. Removal Without Cause…………………………………………………………..…..10 Section 11. Resignation of Director………………………………………………………..…….11 Section 12. Vacancies in the Board………………………………………………………..……. 11 A. Causes…………………………………………………………………………..……. 11 B. Filling Vacancies by Directors………………………………………………..………11 C. Filling Vacancies by Members……………………………………………..…………11 Section 13. No Interest in Assets……………………………………………………..…………. 11 Section 14. Restriction on Interested Directors…………………………………….…………… 11

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ARTICLE VI OFFICERS……………………………………………………………………………………….. 11 Section 1. Officers………………………………………………………………………………. 11 Section 2. President……………………………………………………………………………....11 Section 3. Vice President – Judges Coordinator.……………………………………………..….12 Section 4. Vice President – Conference, Clinics, and Awards……………………………..…… 12 Section 5. Vice President – Parade and Field……………………………………………..…….. 12 Section 6. Vice President – Winter Activities…………………………………………..………. 12 Section 7. Secretary……………………………………………………………………..………. 12 Section 8. Treasurer (CFO)……………………………………………………………..………..12 Section 9. Past President………………………………………………………………..………..13 Section 10. Festivals Coordinator……………………………………………………..…………13 Section 11. Membership Chairperson………………………………………………..…………..13 Section 12. Honor Band Coordinator………………………………………………...………….. 13 Section 13. Signing of Checks……………………………………………………..…………….13 Section 14. Other Duties…………………………………………………………..……………..13

ARTICLE VII COMMITTEES…………………………………………………………………..……………… 13

ARTICLE VIII FISCAL YEAR…………………………………………………………………………………… 13 ARTICLE IX INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER CORPORATE AGENTS………………………………………………………… 14

ARTICLE X BOOKS AND RECORDS……………………………………………………………………..… 14

ARTICLE XI WAIVER OF NOTICE…………………………………………………………………………. 14

ARTICLE XII ANNUAL REPORTS………………………………………………………………………….... 14

ARTICLE XIII AMENDMENTS OF BYLAWS……………………………………………………………..…. 14 Section 1. Amendment By Members………………………………………………………..…... 14 Section 2. Amendment By Directors………………………………………………………..…… 15

ARTICLE XIV CERTIFICATE……………………………………………………………………………..……15

--III-- BYLAWS OF NORTHERN CALIFORNIA BAND ASSOCIATION, INC. (California Nonprofit Public Benefit Corporation)

ARTICLE I NAME, OFFICE AND PURPOSE

Section 1. Name: The name of this Corporation is and shall be NORTHERN CALIFORNIA BAND ASSOCIATION, INC. (hereinafter referred to as “the Corporation”)

Section 2. Principal Office: The initial principal office of the Corporation shall be located at 2059 Robin Drive, Fairfield, California, 94533. The principal office here after is to be the private residence of the current elected President of the Board. Additional offices may be located in such other places as may be determined from time to time by the Board of Directors.

Section 3. Purpose: This Corporation is organized and shall be operated exclusively for the educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 (hereinafter the “Internal Revenue Code”). The Corporation is dedicated to the advancement of school music and band programs. One main purpose shall be to promote the development of balanced music and band programs, as well as to develop and maintain uniform methods, standards, rules and procedures for evaluating and judging of bands and band members performances, to enhance quality band programs through the promotion of well organized concert and jazz festivals, solo/ensemble festivals, honor bands, and well organized band and band oriented competitions, and for related purposes as the Board may deem necessary.

The Corporation is empowered to exercise al rights and powers conferred by the laws of the State of California upon nonprofit corporations, including, but without limitation, to receive gifts, devises, bequests, and contributions in any form, and to use, apply, invest, and reinvest the principal and/or income therefrom or distribute the same for the aforementioned purposes. Sale of assets received as gifts, devises, bequests, or contributions shall constitute a proper use of application under the preceding sentence.

ARTICLE II NONPARTISAN ACTIVITIES

This Corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purpose described above, and is shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not furtherance of the purpose described in Article I above.

ARTICLE III DEDICATION OF ASSETS

The properties and assets of this nonprofit Corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this Corporation, upon dissolution or NCBA Constitution and Bylaws – Revised and Updated June 11, 2000 Page 1 of 15 otherwise, shall inure to the benefit of any director or officer of this Corporation or to any private person or individual. On liquidation or dissolution, all properties, assets, and obligations shall be distributed exclusively for educational purposes to an organization operated exclusively for educational purposes which has established its tax-exempt status under Section 501 (d) (3) and Section 509 (a) (1) of the Internal Revenue Code.

ARTICLE IV MEMBERSHIP

Section 1. Classification and Qualification of Members: The Corporation shall have two (2) classes of members as follows: Regular Members, and Associate Members.

A. Regular Members: Regular members of the Corporation shall be those persons as defined in Section 5065 of the Corporations Code who have satisfied the following qualifications and are eligible for membership under Article IV. Section 1.C. below:

1. Timely satisfy all membership dues obligations imposed by the Board of Directors of the Corporation.

2. Made written application to the Board of Directors in such form and in such manner as shall be prescribed by the Board of Directors: and

3. Meet all other reasonable regulations and/or standards as may be imposed by the Board of Directors of the Corporation.

Each such person shall be entitled to one (1) Regular membership. The Board of Directors reserves the right to impose membership dues requirements, and/or increase, decrease, or otherwise modify the requirements for all such members to continue their membership.

B. Associate Member: Associate Members of the Corporation shall be those persons as defined in Section 5065 of the Corporations Code who are not otherwise eligible to be Regular Members of the Corporation under Article IV, Section 1.A., above, but who have in the opinion of the Board of Directors, performed such volunteer services for the Corporation to warrant their appointment as Associate Members. Each such person shall be entitled to one (1) associate membership. The Board of Directors reserves the right to impose membership dues requirements, and/or increase, decrease, or otherwise modify the requirements for all such members to continue their memberships.

C. Eligibility Only those persons, as defined in Section 5065 of the Corporations Code and who fall within any of the following categories shall be eligible to be a member of the Corporation.

1. Regular Members: a. Band Directors b. Certified Instructors c. Band Competition Judges; and d. Band Competition Tournament Sponsors 2. Associate Members: a. Non Certified Instructors b. Parent Boosters c. College Students d. Industry Representatives

NCBA Constitution and Bylaws – Revised and Updated June 11, 2000 Page 2 of 15

Any other person or entity desiring to become a member of the Corporation may make a special request of the Board of Directors setting forth the reasons why such person or entity desires to become a member, and setting forth what contribution of any kind to the Corporation that person intends to make. The Board of Directors shall have the sole discretion to accept or reject any such application.

D. Application Fee: There shall be application fees determined by the Board for making application for membership in the Corporation depending upon the classification of member, e.g. individual, organization, etc.

E. Assessments: Memberships shall not be assessable.

F. Number of Members: There shall be no limit on the number of members the Corporation may admit.

G. Transferability of Membership: Neither the memberships in the Corporation nor any rights in those memberships may be transferred or assigned for value or otherwise.

Section 2. Membership Roll: The Corporation shall keep in written form, or in any form capable of being converted into written form, a membership book containing the name, address, and class of each member. The book shall also contain the fact of termination and the date on which such membership ceased. Such book shall be kept at the principal office of the Corporation and shall be subject to the rights of inspection required by law and as set forth in Article IV. Section 5. below.

Section 3. Voting Rights-Regular Members.: Regular Members of the Corporation shall be entitled to vote for directors of the Corporation. All competition and festival rules and policies, and such other matters as may be presented to them for a vote by the Board of Directors at each Annual Meeting of the members of the Corporation, and at such special meetings of the members as may be duly called for such purposes. Voting privileges of any Regular Member may be automatically suspended by the Board of Directors when it is determined by the Board of Directors that such member has failed to comply with all regulations and standards imposed by those Bylaws or the Board of Directors.

Section 4. Voting Rights-Associate Members: Associate Members shall have NO right to vote in any matters of the Corporation, but will have the right to give advice and comment on all matters brought before the members of the Corporation.

Section 5. Inspection Rights:

A. Demand. Subject to the Corporation’s right to set aside a demand for inspection pursuant to Section 6331 of the Corporations Code and the power of the court to limit inspection rigthts pursuant to Section 6332 of the Corporations Code, and unless the Corporation provides a reasonable alternative as permitted by Article IV, Section 5.C., below, a Regular Member satisfying the qualifications set forth hereinafter may do either or both of the following: 1. Inspect and copy the record of all of the member’s names, addresses and voting rights, at reasonable times, on five (5) business days prior written demand on the Corporation which demand shall state the purpose for which the inspection rights are requested: or

2. Obtain from the Secretary of the Corporation, on written demand and tender of a reasonable charge, a list of the names, addresses, and voting rights of those members entitled to vote for the election of Directors, as of the most recent record date for which it is been compiled or as of the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be available on or before the later of ten (10) business days after the demand is received of after the date specified therein as the date as of which the list is to be compiled.

B. Rights: The rights of inspection set forth in Article IV, Section 5.A., above, may be exercised by the following:

1. Any Regular Member, for a purpose reasonably related to such person’s interest as a member.

2. The authorized number of Regular Members for a purpose reasonably related to the member’s interest as members.

C. Alternative Method of Achieving Purpose: The Corporation may, within ten (10) business days after receiving a demand pursuant to Section 2.09 (a) of the Bylaws, deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in said demand without providing access to or a copy of the membership list. An alternative method which reasonably and in a timely manner accomplishes the proper purpose set forth in the demand made pursuant to Section 2.09 (1) of these Bylaws shall be deemed reasonable unless within a reasonable time after acceptance of the offer, the Corporation fails to do those things which it offered to do. Any rejection of the offer shall be in writing and shall indicate the reasons the alternative proposed by the Corporation does not meet the purpose of the demand made pursuant to Article V, Section 5.A., above.

Section 6. Non-Liability of Members: A member of the Corporation shall not solely, because of such membership, be personally liable for the debts, obligations, or liabilities of the Corporation.

Section 7. Membership Certificates: The Corporation shall not issue membership certificates. However, the Corporation if deemed necessary shall issue identity cards and a membership number to all Members.

Section 8. Termination of Membership:

A. Causes: The membership and all rights of membership shall automatically terminate on the occurrence of any of the following causes: 1. The voluntary resignation of a member.

2. Where a membership is issued for a period of time, the expiration of such period of time.

3. The death of a member.

4. The dissolution of any corporate members.

5. When it is determined by the Board of Directors that such a member has failed to comply with all regulations and standards imposed by the Bylaws or the Board of Directors: and

6. On the vote of the majority of Regular Members for such termination with or without cause.

B. Effect of Termination: All rights of a member in the Corporation shall cease on the termination of such member’s membership.

Section 9. Meetings.

A. Call of Meetings: Meetings of the Membership may be called by the Chairman of the Board or the President or any two (2) Vice Presidents or as set forth in Article IV, Section D. below.

B. Place of Meetings: All meetings of the Members shall be held at the principal office of the Corporation as specified in Article 1, Section 2 of the Bylaws or as changed from time to time as provided in that Section.

C. Time of Regular Meetings: Regular meetings of the Board shall be held, without call or notice at the principal office of the Corporation on the first (1st) Sunday in March of each year immediately prior to the Regular Meeting of the Board of Directors of this Corporation.

D. Special Meetings: Special meetings of the Regular Members of the Corporation for any purpose or purposes. Special meetings shall be held on four (4) days notice by first-class mail, postage prepaid, or on forty eight (48) hours notice delivered personally or by telephone or telegraph. Notice of the special meeting need not be given to any Member who signs a waiver of notice or written consent to holding the meeting or an approval of the minutes thereto or at its commencement the lack of such notice to such Member. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

E. Adjournment: No meeting of members may be adjourned more than forty-five (45) days. If a meeting is adjourned to another time or place, and thereafter a new record date is fixed for notice or voting a notice of the adjourned meeting shall be given to each member of record who, on the record date for notice of the meeting, is entitled to vote at the meeting.

F. Contents of Notice: The notice shall state the place, date, and time of the meeting. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members. G. Waivers, Consents, and Approvals: The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call, if a quorum is present in person, and if, either before or after the meeting, each of the persons entitled to vote but not present in person signs a written waiver of notice, and consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

H. Quorum: A quorum at any meeting of members shall consist of twenty five percent (25%) of the Regular Members or twenty-five of the Regular Members, whichever is less, in attendance or represented by proxy. For purposes of this Bylaw. “Voting Power” means the power to vote for the election of Directors at the time any determination of voting power is made and does not include the right to vote on the happening of some condition or event which has not yet occurred.

NCBA Constitution and Bylaws – Revised and Updated June 11, 2000 Page 5 of 15 I. Proxy Vote: A proxy vote shall be permitted provided that the pertinent proxy is received by the Chairmen of the Board, delivered either personally or by mail, prior to the commencement of the meeting which the proxy is to be used.

J. Loss of Quorum: The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if such action is taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.

K. Adjournment for Lack of Quorum: In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted except as provided in Article IV, Section 9. above.

Section 10. Voting of Membership.

A. Voting Rights: Each Regular Member is entitled to one (1) vote on each matter submitted to a vote of the members. Associate Members shall not be entitled to vote on any matter submitted to a vote of the members.

B. Indivisible Interest in Single Memberships: Single memberships in which two or more persons have an indivisible interest shall be voted as set forth in Article IV, Section 1C of these Bylaws relating to the voting of members in two or more names.

C. Memberships in Two or More Names: Where a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, or otherwise, or if two or more persons (including proxy holders) have the same fiduciary relationships respecting the same membership, unless the Secretary of the Corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointed them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: If only one (1) member votes, such act shall bind all members, and if more than one (1) member votes the act of the majority so voting shall bind all members. D. Record Date of Membership: The record date for the purpose of determining the members entitled to notice of any meeting of members if forty (40) days before the date of the meeting of members. The record date for the purpose of determining the members entitled to vote at any meeting of members is thirty (30) days before the date of the meeting of members.

E. Cumulative Voting: Cumulative voting shall not be authorized for the election of Directors or for any other purpose.

Section 11. Action Without Meeting By Written Ballot

A. Ballot Requirements: Subject to the limitations specified in Section 8 of this Article of these Bylaws, any action which may be taken at any special meeting of members may be taken without a meeting. If an action is taken without a meeting, the Corporation shall distribute a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action. provide a reasonable time within which to return the ballot to the Corporation. Approval by written ballot shall be valid only when the number of votes cast by

ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that will be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

B. Limitations Pertaining to Election of Directors: Directors may be elected by written ballot, except that election of Directors by written ballot shall not be permitted where the Directors are elected by cumulative voting pursuant to Section 5616 of the Corporations Code.

C. Solicitation of Ballots: Ballots shall be solicited in a manner consistent with the requirements of giving notice of members meetings set forth in Sections 9, 10, and 12 of these Bylaws and of voting by written ballot as set forth in Section 18.D. of these Bylaws. All such solicitation shall indicate the number of responses needed to meet the quorum requirement and with respect to ballots other than for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the ballot must be received in order to be counted.

D. Revocation of Ballot: Unless otherwise proved in the Article of Incorporation of the Corporation or these Bylaws, a written ballot may not be revoked.

Section 12. Conduct of Meetings.

A. Chairman: The President of the Corporation or, in his or her absence, any other person chosen by majority of the members present in person or by proxy shall be Chairman of and shall preside over the meetings of the members.

B. Secretary of Meetings: The Secretary of the Corporation shall act as a Secretary of all meetings of members, provided that in his or her absence, the Chairman of the meetings of members shall appoint another person to act as Secretary of the meeting. C. Rules of Order: The Robert’s Rules of Order, as may be amended from time to time, shall govern the meetings of members insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Corporation, or the law.

Section 13. Inspectors of Election

A. Appointment: In absence of any meetings of members, the Board may appoint any persons, other than candidates for office, as inspectors of election to act at the meeting and any adjournment thereof. If the inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the Chairman of any meeting may, and on request of any member or member’s proxy must, appoint inspectors of election at the meeting. The number of inspectors shall be three (3).

B. Duties.: The inspectors of election shall perform the following duties:

1. Determine the number of voting members outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxy.

2. Received Notes:

3. Hear and determine all challenges and questions in any way arising in connection with the right to vote.

4. Count and tabulate all votes and consents.

5. Determine when the polls shall close.

6. Determine the results and

7. Do such acts as may be proper to conduct the election or vote with fairness to all members.

8. The ballots must be kept on file with the Secretary for at least one year after the election.

The inspectors shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical.

C. Vote of Inspectors: With three (3) inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act or certificate of all.

D. Report of Certificate: On request of the Chairman or any member or member’s proxy, the inspection of election shall make a report in writing concerning the performance of their duties and execute a certificate of any fact found by them. Any report or certificate made by the inspector shall be prima facie evidence of the facts stated therein.

ARTICLE V BOARD OF DIRECTORS

Section 1. General Powers: Subject to the limitations of the Bylaws, the Articles of Incorporation, and the laws of the State of California, the affairs of the Corporation shall be managed, and all corporate powers shall be exercised by, or under the direction of, a Board of Directors (the “Board”).

Section 2. Numbers: The Board of Directors shall consist of the following offices elected by the Regular Members of the Corporation: President (Chairman of the Board), Secretary, Treasurer, Judges Coordinator, Vice President Parade & Field, Vice President Winter Activities, and Vice President Conference - Clinics & Awards. The President (COB) of the Board will serve an additional two years immediately following his/her term of office as Past President with full Board voting Privileges.

The board shall have the following appointed directors, nominated by the President and ratified by a majority vote of the elected Board members: Festivals Coordinator, Membership Chairperson, and Honor Band Coordinator. The above appointed and ratified Board Members shall have Board voting privileges.

Section 3. Qualifications: The Directors of the Corporation shall be residents of the State of California and Regular Members of the Corporation.

Section 4. Terms of Office: The Board shall divide its members into two (2) groups of five board members. Group One: President, Past President, Secretary, Treasurer (CFO), Vice President Conference – Clinics & Awards, Vice President Parade & Field, Vice President Judges Coordinator, Vice President Winter Activities, Festivals Coordinator, Membership Chairperson, and Honor Band Coordinator. The Directors in each group, and their future successors shall thereafter each hold office for a term of two (2) years, until such annual meeting and until their respective successors are elected and qualified or if appointed or their appointed term of office expires. Group One shall be elected or appointed on even calendar years. Group Two shall be elected or appointed on odd calendar years. At each annual meeting of members, a Group of Directors shall be elected by the entire membership equal to the number of Directors whose terms shall have expired at the time of such meeting. At no time shall the number of appointed voting members of the Board of Directors exceed thirty percent (30%) of the total number of members of the Board of Directors.

Section 5. Nominations: Any person qualified to be a Director under Section 3 of this Article of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.

Section 6. Election: The Directors shall be elected by written ballot as authorized Article IV, Section 11A of these Bylaws. The candidate receiving the highest number of votes up to the number of Directors to be elected are elected. Directors shall be eligible to re-election without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 3 of these Bylaws. Section 7 Compensation: The Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending the meeting of the Board and meetings of the Regular Members.

Section 8 Meetings:

A. Call of Meetings: Meetings of the Board may be called by the President (COB) or any two (2) Vice-Presidents.

B. Place of Meetings: All meetings of the Board shall be held at the principal office of the Corporation as specified in Article I, Section 2 of these Bylaws or as changed from time to time as provided in that Section.

C. Time of Regular Meetings: All meetings of the Board shall be held, without call or notice at the principal office of the Corporation on the first (1st) Sunday in March of each year.

D. Special Meetings: Special meetings of the Board may be called by the President (COB) or any two (2) Vice-Presidents. Special meetings shall be held on four (4) days notice by first class mail, postage prepaid, or on forty-eight (48) hours notice delivered personally or by telephone or telegraph. Notice of the special meeting need not be given to any Director who signs a waive of notice or written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to such Director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

E. Quorum: A Majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereafter provided.

F. Transactions of Board: Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board provided however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by law, the Articles, or these Bylaws.

G. Conduct of Meetings: The President (COB) or, in his or her absence, any Director selected by the Directors present shall preside at the meetings of the Board of Directors. The Secretary f the Corporation or, in the Secretary’s absence, any person appointed by the presiding officer shall act as Secretary of the Board Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear on another. Such participation shall constitute personal presence at the meeting.

H. Adjournment: The majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the directors who are not present at the time of the adjournment. Section 9. Action Without Meeting: Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such actions by written consent shall have the same force and effect as the unanimous vote of such Directors.

Section 10. Removal of Directors:

A. Removal for Cause: The Board may declare vacant the office of a Director on the occurrence of any of the following events.

1. The Director has been declared of unsound mind by a final order of the court:

2. T he Director has been convicted of a felony: or

3. The Director has been found by a final order or judgment of any court to have breached duties imposed by Section 7238 of the Corporations Code on Directors who perform functions with a respect to assets held in charitable trust: or

4. The Director has failed to attend three (3) meetings of the Board without good cause as determined by the board.

B. Removal Without Cause: Any or all o the Directors may be removed without cause if where the Corporation has fewer than fifty (50) members such removal shall be approved by a majority of all members pursuant to Section 5o033 of the Corporations Code: or where the Corporation has more than fifty (50) members, such removal shall be approved by the members within the meaning of Section 5034 of the Corporate Code.

Section 11. Resignation of Director: Any Director may resign effective on giving written notice to the President the Secretary, or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 12. Vacancies in the Board:

A. Causes: Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director, whenever the number of Directors authorized is increased: and on the failure of the members in any election to elect the full number of Directors authorized.

B. Filling Vacancies by Directors: Except where a vacancy created by the removal of a Director pursuant to Section 10 of this Article of these Bylaws, vacancies on the Board of Directors may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director.

C. Filling Vacancies by Members: Vacancies created by removal of Directors shall be filled only by the approval of the members within the meaning of Section 5034 of the Corporations Code. The members may elect a Director at any time to fill any vacancy not filled by the Directors.

Section 13. No Interest in Assets: No director shall possess any property right in or to the property of the Corporation. In the event the Corporation owns or holds any property upon its dissolution and winding up, after paying or adequate providing for its debts and obligations, the directors shall dispose of the remaining property in accordance with the provisions of the Articles of Incorporation and these Bylaws.

Section 14. Restriction on Interested Directors: Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be interested persons as defined in Section 5227 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE VI OFFICERS OF THE BOARD OF DIRECTORS

Section 1. Officers: As stated in Article V, Section Two of these Bylaws, the Officers of the Board of Directors of this Corporation are: President (COB), Past President, Secretary, Treasurer (CFO), Vice President - Conference, Clinics, and Awards, Vice President – Judges Coordinator, Vice President – Parade & Field, Vice President – Winter Activities, Festivals Coordinator, Membership Chairperson, and Honor Band Coordinator. Officers shall have powers and duties as specified herein and as may be additionally prescribed by the Board. One person may not hold two or more offices of the Board of Directors with the exception of Secretary as per the provisions provided in Section 7 of this Article of these Bylaws. Election, Term of Office, Removal and Resignation of officers shall be the same as set forth for directors in Article V. Section 10, 11, and 12.

The following are the basic duties and responsibilities of the officers of the Board and may be modified from time to time as the board deems necessary.

Section 2. President: The president shall, if present, preside at all meetings of the Corporation. He or she shall have general supervision, direction, and control of the business of the Corporation. He or she shall have responsibility for the keeping of all the official records and documents of the Corporation. He or she shall have responsibility for the organization running in compliance with NCBA and the Bylaws of this Corporation.

Section 3. Vice President – Judges Coordinator: This Vice President will have responsibility for coordinating of all judges training, scheduling, and bringing reviews of judges complaints to the Board of Directors. He or she shall have responsibility for maintaining an accurate and updated list of names, address, and phone numbers of all approved judges. He or She shall be responsible for the coordination, training, and review of all apprentice and new judges. This Vice President shall have such other powers and duties as the Board of Directors may dictate from time to time.

Section 4. Vice President – Conference, Clinics, and Awards: This Vice President will have responsibility for organizing and coordinating all the conference, clinics, and awards activities of the Corporation. This Vice President shall have such other powers and duties as the Board of Directors may dictate from time to time.

Section 5. Vice President – Parade and Field: This Vice President is responsible for the storage, review, and updating of, and production of all the Corporations rules, policies, and judging sheets pertaining to the Parade and Field Competitions and Events. He or she shall have the responsibility of soliciting for approved Corporation Parade and Field Events and maintaining an accurate and updated list of the dates, times, sights, and addresses and phone numbers of these events. This Vice President shall have such other powers and duties as the Board of Directors may dictate from time to time.

Section 6. Vice President – Winter Activities: This Vice President is responsible for the storage, review and updating of and production of all the Corporations rules, policies, and judging sheets pertaining to the Winter Activities and Events. He or she shall have the responsibility of soliciting for approved Corporation Winter Activities and maintaining an accurate and updated list of the dates, times, sights, and addresses and phone numbers of these events. This Vice President shall have such other powers and duties as the Board of Directors may dictate from time to time.

Section 7. Secretary: The Secretary shall be responsible for the mailing of notices and for the proper recording of proceedings of meetings of the Corporation. The Secretary shall maintain all official records of the Corporation. The Secretary shall automatically become Treasurer (CFO) if there is a vacancy, if the Treasurer (CFO) is unable to perform his or her duties, or if the Corporation has not elected a new Treasurer (CFO).

Section 8. Treasurer (CFO): The Treasurer (CFO) shall be responsible for the Corporation ‘s funds and financial records. The Treasurer (CFO) shall collect and report, or supervise collection and reporting, of all income and expenditures, shall establish proper accounting procedures for the handling of the Corporation’s funds, and shall keep the funds in such banks as approved by the Board, and shall keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions. The Treasurer (CFO) shall report on the financial condition of the Corporation at meetings of the Board and at other times when called upon by the President. He or she shall be responsible for soring all documents and information pertaining to past and current financial activities of the corporation. This officer shall have such other powers and duties as the Board of Directors may assign from time to time.

At the end of each fiscal year, the Treasurer (CFO) shall report to the Board on the current financial condition of the Corporation. The Treasurer (CFO) shall be responsible for the preparation of the annual financial report provided for in Article XIII hereof. At the expiration of the Treasurers person designated by the President all books, money, and other property in his or her charge.

Section 9. Past President: This officer shall serve in an advisory capacity to the board. His or her responsibility is to see to it that the Board is acting in compliance with all Bylaws, Rules, and Policy’s of the Association. This officer shall have such other powers and duties as the Board of Directors may assign from time to time.

Section 10. Festivals Coordinator: This officer is responsible for the storage, review and updating of, and production of all the Corporations rules, policies, and judging sheets pertaining to the Concert, Jazz, and Solo/Ensemble Festivals and Events. He or she shall have the responsibility of soliciting for approved Corporation Concert, Jazz, and Solo/Ensemble Events and maintaining an accurate and updated list of the dates, times, sights, and addresses and phone numbers of these events. He or she shall be responsible for storing all documents and information pertaining to past and current festival activities of the Corporation. This officer shall have such other powers and duties as the Board of Directors may dictate from time to time. Section 11. Membership Chairperson: This Officer is responsible for the storage, review and updating of, and production of the annual official list of all the Corporations members. He or she shall be responsible for storing all documents and information pertaining to past and current membership of the Corporation. This officer shall have such other powers and duties as the Board of Directors may dictate from time to time.

Section 12. Honor Band Coordinator: This Officer is a responsible for the organization and running of the Corporations Honor Band Activities. He or she shall be responsible for sorting all documents and information pertaining to past and current honor band activities of the Corporation. This officer shall have such other powers and duties as the Board of Directors may dictate from time to time.

Section 13. Signing of Checks: All checks, drafts, or other orders for the payment of money issued in the name of the Corporation shall be signed by such person or persons and in such manner as shall be determined from time to ti9me by resolution of the Board, provided that any such instrument for an amount in excess of $1,000.00 shall require the countersignature of at least one (1) director. The Board may, from time to time by Board resolution, change the monetary threshold above which said instruments require countersignature of a director.

Section 14. Other Duties: Officers shall attend all meetings of the Board of Directors, unless excused by the Board.

ARTICLE VII COMMITTEES

The Board of Directors may create such committees as may, in the Board’s discretion, be required. Each committee shall act by not less than a majority of the whole authorized number of its members.

ARTICLE VIII FISCAL YEAR

The fiscal year of this Corporation shall be July 1 through June 30.

ARTICLE IX INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER CORPORATE AGENTS

The Corporation shall, to the extent allowed by applicable state and federal laws, indemnify and hold harmless its officers, directors, agents, and employees from and against any and all claims, actions, proceedings, where threated, pending, or completed, brought by reasons of their respective position with or relationships to the Corporation, including, without limitation, all reasonable attorney’s fees, costs, and other expenses incurred in establishing a right to indemnification under this Article X. The Corporation, to the extent permitted by applicable state and federal law, may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation (domestic or foreign, nonprofit or for profit) partnership, joint venture, trust, or other enterprise.

ARTICLE X BOOKS AND RECORDS

The Corporation shall keep at its principal office correct and complete books and records of account, written minutes of the proceedings of its meetings, the original or a copy of the Articles and Bylaws as amended to date, and a record setting forth the names and addresses of all directors.

ARTICLE XI WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the California Nonprofit Corporation Law or under the provisions of the Articles of Incorporation or by the Bylaws of the Corporation a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, which is made a part of the minutes, shall be deemed equivalent to the giving of such notice.

ARTICLE XII ANNUAL REPORTS

Not later than the day of the Annual Meeting of the members, the Board shall cause to have prepared and delivered to the directors and all Regular Members, an annual report and an annual statement of transactions and indemnification for the fiscal year most recently concluded, and any other matters required by California Law. The requirement of an annual report shall not apply if the Corporation receives less than $25,000.00 is gross receipts during the fiscal year, provided however, that the Annual Report must be furnished annually to all Directors and to any member who requests it in writing.

ARTICLE XIII AMENDMENTS TO BYLAWS

Section 1. Amendment by Members: New Bylaws may be adopted or these Bylaws may be amended or repealed by majority vote of a quorum of the Regular Members as stated in Article IV. Section 9. H

NCBA Constitution and Bylaws – Revised and Updated June 11, 2000 Page 14 of 15 of these Bylaws, or by written consent of a majority of the Regular Members. Further, where any provision of these Bylaws requires the vote of a larger proportion of the Regular Members than otherwise required by law, such provision may not be altered, amended or repealed except by vote of such larger number of members. No amendment may extend the term of a Director beyond that for which such Director was elected.

Section 2. Amendment by Directors: Subject to the rights of members under Section 1 of this Article XIII, and the limitations set forth below, the Board of Directors may adopt, amend or repeal Bylaws. Such power is subject to the following limitations: A. The limitation set forth in Section 1 on the member’s power to adopt, amend or repeal Bylaws shall apply to actions by the Board of Directors.

B. The Board of Directors may not amend a Bylaw provision fixing the authorized number of Directors or the minimum and maximum number of Directors.

C. If any provision of these Bylaws required the vote of a larger proportion of the Directors than otherwise required by law, such provision may not be altered, amended or repealed except by vote of such larger number of Directors.

D. The Board of Directors may NOT adopt or amend Bylaws provisions concerning the following subjects without the majority vote of a quorum of the Regular Members as stated in Article IV. Section 9.H of these Bylaws of the Regular Members, or by written consent of a majority of the Regular Members of the Corporation.

1. Any provisions increasing the terms of Directors.

2. Any provision allowing one or more Directors to hold office by designation or selection rather than election by the members.

3. Any provision giving the Board of Directors power to fill vacancies on the Board created by removal of Directors.

4. Any provision increasing the quorum for member’s meetings.

5. Any provision repealing, restricting, creating, or expanding proxy rights.

ARTICLE XIV CERTIFICATE

The undersigned hereby certify:

That I am the duly elected and acting Secretary of the NORTHERN CALIFORNIA BAND ASSOCIATION, INC., a California Nonprofit Corporation: and that the foregoing Bylaws, consisting of fifteen (15) pages, including this one, constitute the Bylaws of said Corporation, as duly adopted by the Corporation’s Board of Directors on the 11th Day of June 2000, at Stockton, California.

______Arthur J. Holton, President Date