Bylaws of Fairbanks Community Band, Inc.

Article I
Offices

  1. Until such time as the Board of Directors may determine otherwise by resolution, the principal office of the Corporation shall be the same as the registered office, 626 Second Street Graehl Suite 303, Fairbanks, Alaska 99701 803 Haida Lane
    Fairbanks AK 99712
    . [2]
  2. The Corporation may have such other offices, either within or without the State of Alaska, as the Board of Directors may determine from time to time.

Article II
Members

  1. Schedule of Memberships; Classes of Members; Dues. The Board of Directors by a majority vote at any meeting or by a document signed by all its members in lieu of a meeting, shall establish or may amend a Schedule of Memberships to be sold to those persons who choose to support the purposes of the Corporation through financial contributions, providing a descriptive name of each class of membership, the range of contribution required by each such membership, and whether or not it is a voting membership. The initial Schedule of Memberships shall be adopted as soon as practicable during or after the initial meeting of the Board, and thereafter changes in voting rights adopted by the Board during any membership year shall become effective in the following membership year. From time to time as the Schedule of Memberships may be changed by the Board of Directors, a copy of the then-current Schedule shall be an attachment to the Bylaws, and shall be made readily available to persons who seek to contribute or from whom contributions are sought. The amounts of contributions to be paid by different classes of members shall be their annual dues. These dues shall be due and payable annually, in advance of the first vote or action at the annual meeting of members.
  2. Qualification of Members. Any U.S. resident or any corporation or trust having no alien ownership or affiliates, may purchase memberships in the Corporation.
  3. Voting Rights. Any member whose class of membership is scheduled with voting powers in the Schedule of Memberships may vote at annual and special meetings of the membership of the Corporation, including the powers to elect Directors of the Corporation.
  4. Transfer of Membership. Membership in this Corporation is not transferable nor assignable

Article III
Meeting of Members

  1. Annual Meeting. An annual meeting of the membership shall be held at Fairbanks, Alaska on the second Thursday of the month of October in each year, beginning with the year 1994, at 8:00 p.m., for the purpose of electing Directors and for the transaction of such business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday, the meeting will be held on the next succeeding business day. The day of the annual meeting shall commence the new "membership year" for which new dues payments shall be made. The first order of business shall be collection of dues from those voting members who have not yet paid dues for the new membership year in accordance herewith. Then, for the balance of the meeting, the only members who may vote are those whose dues are current for the new membership year in accordance with Article II Section 1 hereof and who vote only in accordance with their voting powers as designated in the then-current Schedule of Contributions. If the election of Directors is not held on the day designated herein for the annual meeting, or any adjournment thereof, the Corporate Officers shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.
  2. Special Meeting. Special meetings of the members may be called by the president, or by not less than thirty percent of the members having voting rights. If no designation is made, the place of the meeting shall be the principal office of the corporation in the State of Alaska. But, if all the members with voting rights shall meet at any time and place within the State of Alaska, and consent to the holding of a meeting, such meeting shall be valid without call or notice (and the notice procedures of the next section of these Bylaws need not be observed), and at such meeting any corporate actions may be taken, except election of officers, which may only be by the Board of Directors.
  3. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such a meeting (or who are then-current members who would be entitled to vote at an Annual Meeting upon payment of dues for the new membership year prior to or during the first order of business at the Annual Meeting, in a manner consistent with Section 1 of this Article), and such notice shall be so delivered not less than seven nor more than fourteen 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 by delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid.
  4. 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.
  5. Quorum. Members currently holding ten percent of the votes that may be cast at any annual or special meeting of the members of the Corporation shall constitute a quorum for that meeting, and if a quorum is not present at any meeting of the members, a majority of the current members present may adjourn the meeting from time to time without further notice; provided, however that if and to the extent the then-current Schedule of Memberships sets forth a membership class made up of performing members of the Fairbanks Community Band ("performing members") who, separate from other members, have sole voting rights as to the election of certain directors, a separate meeting of such members may be held for the purposes of such election, in which case a quorum for such a meeting shall be more the 33-1/3 of such members, and if a quorum is not present at any such meeting, a majority of the performing members present may adjourn the meeting from time to time without further notice. At any meeting that is called (in part or whole) for the purposes of the election of one or more Directors, the only members counted for quorum purposes shall be those who may vote for one or more of the Directors that shall be elected at such meeting, as set forth in the then-current Schedule of Memberships.
  6. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his or her representative who bears a dated written proxy, signed by the member. No proxy shall be valid after eleven months from the date of its executions.
  7. Voting by Mail. Except for performing members (if such a class is provided in the then-current Schedule of Memberships), if at any time the then current Schedule of Memberships provides that Directors are to be elected by members of a certain class or certain classes of members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

Article IV
Board of Directors

Transitional Provision. Notwithstanding any other provision of these Bylaws, a majority of the Initial Board of Directors may designate all the members of the Board of Directors, each of whom shall hold office until that Director's position has been filled in accordance with these Bylaws, either at the first annual meeting of the Corporation (as to a director to be elected at such meeting) or (if the Schedule of Memberships provides for a class of performing members who may exclusively elect one or more directors) at the first meeting of the performing members called for that purpose that occurs after September 15, 1994.
  1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Each Director shall be a member of the Corporation and the Schedule of Memberships may include further membership requirements for certain members of the Board or for all members of the Board.
  2. Number, Tenure, and Qualifications. The number of Directors shall be Nine (9) Ten (10). [1] Except for the filling of vacancies or new board positions by the Board between annual meetings of the members pursuant to Paragraph 8 of this Article, Directors shall be elected at the annual meeting of members. The term of office of every Director, whether elected by the members or by the Board pursuant to Paragraph 8, shall be until the election and qualifications of his or her successor at the annual meeting of the members. If the President is also a member of the Board of Directors, he shall have no vote on the Board except (1) when the Board would not have a quorum of six members without his presence and vote OR (2) when those in attendance with a quorum present are an even number of Board members and their votes are equally divided on an issue or question before the Board by motion, the President may vote the tie-breaking vote. [1]
  3. Regular Meetings. A regular meeting of the Board of Directors shall be held without any notice other than this Bylaw, immediately after the annual meeting of the members, and at the same location, and at such meeting (or upon a proper adjournment and reconvening thereof) the Board of Directors shall elect the officers of the Corporation. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings, without other notice than such resolution. Additional regular meetings shall be held at the principal office of the Corporation in the absence of any designation in the resolution.
  4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any Director, and shall be held at the principal office of the Corporation or at such place as the directors may determine.
  5. Notice. Notice of any special meeting of the Board of Directors shall be given at least three days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his or her 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 paid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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 for the express purpose of objecting to the transaction of any business because the Director claims the meeting to be not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these Bylaws.
  6. Quorum. A majority of the Board of Directors shall constitute quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
  7. Board Decisions. The act of a majority of the Directors present at a meeting at which a quorum is present shall be an act of the Board of Directors unless the act of a greater number is required by law or by the Bylaws.
  8. Vacancies. Any vacancy occurring in the Board of Directors and any new directorship created by an increase in the number of Directors through amendment of these Bylaws by the Board, shall be filled by the Board of Directors, but as to Directors selected solely by performing members (if such a class is provided for in the Schedule of Memberships, and such class may exclusively elect certain directors), vacancies shall, if the arising during the period from September 15 through May 15 ("winter concert season"), be filled by vote of the performing members at a meeting called for that purpose, and if the vacancy occurs in the period May 16 through September 14, it may be filled temporarily by the Board of Directors until the next meeting of the performing members during the winter concert season. A Director appointed by the Board to fill a vacancy in a directorship not subject to election solely by the performing members shall serve for the unexpired term of his or her predecessor in office. Each such appointment by the board is subject to approval or disapproval by the members at the annual meeting.
  9. Compensation. Directors shall not receive any salaries or other compensation for their services other than such amount for reimbursement of expenses of attendance of meeting, if any, as may be provided by Resolution of the Board of Directors, but nothing herein shall preclude any person from serving the corporation in another capacity and receiving compensation therefor while also serving as a director.

Article V
Officers

Transitional Provision. Notwithstanding any other provision of these Bylaws, the officers of this Corporation who serve until the first regular annual meeting of the Board of Directors may be elected by a majority of the Initial Board of Directors or by the transitional Board of Directors elected by the Initial Board of Directors.
  1. Officers. The officers of the Corporation shall be a president, a vice-president (chief executive officer), a secretary, a treasurer (chief financial officer), and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may, at its discretion, elect or appoint such other officers, including one or more assistance secretaries and one or more assistant treasurers, as it may deem desirable, such officers to have authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by one person, except the officers of president and secretary.
  2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor has been duly elected and qualifies.
  3. Removal. Any officer elected or appointed by the Board of Directors serves at the pleasure of the Board and may be removed by the Board whenever, in its judgement, the best interests of the Corporation would be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the officer so removed. No person has a right to a fixed term as an officer or employee of this Corporation, except through a specific resolution or such purpose approved by the Board of Directors.
  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, provided however that if the office of president becomes vacant the vice president shall immediately assume the office of president (thereby vacating the vice-presidency) unless directed otherwise by the Board of Directors.
  5. Powers and Duties. The several officers shall have such powers and shall perform such duties, and alternatively, may be restricted in the performance of certain actions all as may, from time to time, be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications of powers, duties or restrictions, or in a manner not contrary thereto but limited thereby:
    1. The president shall be the Chief Executive Officer of the Corporation with full authority to act for the Corporation and bind the Corporation, and shall, when he or she is present, preside over all meetings of the members of the Corporation, the Board of Directors, and (if there be any) the Executive Committee;
    2. The vice-president shall, in the absence of the president, preside over all meetings of the members of the Corporation, the Board of Directors, (if there be any) the Executive Committee, and have such other powers and duties as are designated by or delegated from the President or by the Board;
    3. The secretary shall take, maintain and keep safe the full minutes and records of the meetings and actions of the Corporation, including but not limited to the Articles of Incorporation and Amendments thereto if any, the Certificate of Incorporation, these Bylaws and Amendments thereto if any, the Schedule of Membership of the Corporation, the current roster of members designated by classes consistent with the schedule, and such other records and documents as it may be necessary or prudent to maintain, particularly including those listed in Article VIII hereof (except financial records maintained by the treasurer); and shall have such other powers and duties as are designated by or delegated from the President or by the Board;
    4. The treasurer shall be the Chief Financial Officer of the Corporation, and shall account for and maintain the funds of the Corporation, regularly keeping proper records of all income or receipts, and all expenditures, and shall have such other powers and duties as are designated by or delegated from the President or by the Board, which may include fund-raising duties.

Article VI
Executive Committees

  1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more executive committees, each of which shall consist of one or more Directors, which committees, to the extent provided in such resolution, 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 by law. This bylaw allows but does not require the establishment of an Executive Committee.
  2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority 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 shall be members of the Corporation, and the president of the Corporation shall appoint the members thereof. Any member of such a committee may be removed by the person or persons authorized to appoint such member whenever in the judgement of this appointing authority the best interests of the Corporation shall be served by such removal.

Article VII
Contracts, Checks, Deposits and Gifts

  1. Contracts. The Board of Directors may, by resolution, authorize any officer or officers or agent or agents of the Corporation, to enter into any contract or execute and deliver any instrument in the name of and in behalf of the Corporation, and such authority may be general or may be confined to specific instances. In the absence of such a resolution, only the President shall be so authorized, and he or she may not delegate this authorization to another officer or other person without Board approval.
  2. Checks, Drafts or Orders. All checks, drafts, or orders for the payment of money notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers or agent or agents of the Corporation, and in such a 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 president or treasurer and countersigned by the secretary or vice-president of the Corporation.
  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 financial institutions or depositories as the Board of Directors may designate by resolution.
  4. Gifts. The Board of Directors may accept in behalf of the Corporation any contribution, gift, bequest or devise for any purpose of the Corporation, and may do so by Board action or through any officer, employee or other representative designated for such purpose by the Board.

Article VIII
Books and Records

The Corporation shall keep correct and complete books and records of account, and shall also keep minutes of the meetings of its members, Board of Directors, and committees having and exercising any of the corporate-management authority of the Board of Directors, and shall keep at the principal office the current Schedule of Memberships and a record giving the names and addresses of all members, and each member's class and voting rights if any, as determined by the Schedule of Memberships. All books and records of the Corporation may be inspected by any voting member, or his or her agent or attorney, for any proper purpose at any reasonable time, provided that, except as may now or later otherwise be required by applicable law, if a member in a non-voting class has acted only as a contributor of funds and has requested anonymity, the name of such member shall not be disclosed to persons other than the Directors and Officers, except by resolution of the Board of Directors upon good cause shown by the requesting party.

Article IX
Fiscal Year

Initially the fiscal year of the Corporation shall begin on the first day of January in each year, and end at midnight on the thirty-first day of December of that year; but the fiscal year determination may be changed by the Board of Directors.

Article X
Seal

The Board of Directors may provide a corporate seal, but unless or until such a seal is adopted, any document purporting or purported to require the impression of a seal of the Corporation shallbe sufficiently sealed if marked with the work "SEAL" on the same page as the signature thereon of one or more corporate officers.

Article XI
Waiver of Notice

Whenever any notice is required to be given under provisions of the Articles of 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 XII
Amendment of Bylaws

These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the Board of Directors.

Article XIII
Restrictions Deriving from Requirement of I.R.C. Sec. 501(c)(3)

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article XIV
Interpreting and Construing these Bylaws

  1. Throughout these Bylaws (unless the context clearly indicates otherwise), the disjunctive "or" includes the conjunctive "and"; the singular includes the plural and the plural the singular; pronouns indicating sex or are to include the opposite sex; and pronouns and other references which might be construed to apply only to natural persons or to juridical persons may be applied to either.
  2. The headings used in these Bylaws have been inserted for convenience only and do not constitute matter to be construed in the interpretation.
  3. If any portion of these Bylaws shall be invalid or inoperative, then, so far as is reasonably possible, the remainder of these Bylaws shall be considered valid and operative and effect shall be given to the intent manifested by the portion held invalid or inoperative, but only if this can be done without a violation of the Articles of Incorporation, of applicable law or of a binding order of a Court having jurisdiction over the matter.

Approved on the 1st day of June, 1994, by majority vote of the Initial Board of Directors of Fairbanks Community Band, Inc.