SECTION 3. QUALIFICATIONS

Directors shall be of the age of majority in this state. Other qualifications for directors of this Corporation shall be as follows:

A. All successful candidates for director shall be devoted to encouraging significant commitment and dedication to excellence from all members of the Corporation's orchestra.

B. Candidates for the Board must share the mission and goals of the Corporation.

C. This Corporation is committed to a policy of fair representation on the Board of Directors, which does not discriminate on the basis of race, physical handicap, sex, color, religion, or age.

SECTION 4. DUTIES

The duties of the Directors shall be:

A. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these By-laws.

B. Appoint and remove, employ and discharge, and except as otherwise provided in these By-laws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Corporation.

C. Vote for the original By-laws and Articles of Incorporation as well as any and all modifications to them as may become necessary.

D. Supervise all officers, agents and employees of the Corporation to assure that their duties are performed properly.

E. Meet at such times and places as required by these By-laws.

F. Register their addresses with the Secretary of the Corporation, and notice of meetings mailed to them at such addresses shall be valid notice thereof.

SECTION 5. TERM OF OFFICE

The term of each director of the Corporation shall be for one year, or until their successors are duly elected.

SECTION 6. ELECTIONS

Elections of new Officer Directors or re-election of current Officer Directors will be conducted by the members of the Board of Directors and shall occur as the first item of business at each annual meeting of the Corporation. Future board members will be appointed to the Board of Directors by the vacating board members. In the event that the President resigns or in some other way is removed from office, a special election shall be held within thirty (30) days for that position.

SECTION 7. REMOVAL

Any Director may be removed from the Board, with or without cause as permitted by and in accordance with the laws of this state, by a two-thirds (2/3) vote of the directors present at an official meeting of the Board. Notice of the proposed removal will be given to members with the notice of the meeting. The Director involved shall be given and opportunity to be present and to be heard at the meeting at which his or her removal is considered.

SECTION 8. COMPENSATION

No compensation will be paid to any member of the Board of Directors for services as a member of the Board. By resolution of the Board, reasonable expenses may be advanced or reimbursed for expenses incurred in the performance of board member duties. Documentation of expenses must be provided to the Board and then forwarded to the Treasurer.

SECTION 9. VACANCIES

A. Vacancies on the Board of Directors shall exist: (1) on the death, resignation, term expiration, or removal of any director, and (2) whenever the number of authorized directors is increased.

B. Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General or other appropriate agency of this state. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been ratified by the Board of Directors relating to the employment of any officer of the corporation.

C. Unless otherwise prohibited by the Articles of Incorporation, these By-laws or provisions of law, vacancies on the Board may be filled by approval of the Executive Committee Directors. If the number of Executive Committee directors then in office is less than a quorum, vacancy on the Board may be filled by approval of a majority of the Executive Committee directors then in office or by a sole remaining Executive Committee director. In the event of a vacancy in any office other than that of president, such vacancy shall be filled, temporarily, by appointment of the President. A person thus appointed, or elected, to fill a vacancy on the Board shall hold office until the next annual meeting or election of the Board of Directors or until his or her death, resignation, or removal from office, whichever occurs first. If the vacancy occurs because of the President's resignation or removal, the Vice President shall inherit all duties and acquire all presidential powers until the next annual meeting whereupon the current Vice President will then become president and a new Vice President will be elected.

SECTION 10. PLACE OF MEETINGS

Meetings shall be held at the principal office of the Corporation unless otherwise provided for by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.

SECTION 11. REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held on the second Sunday of September, December, March, and June at 7:00 PM. If such day falls on a legal holiday, the regular meeting shall be held at the same time, hour, and place on the next business day. Due to the Corporation's fiscal year being from September 1 through August 31^st, the September meeting shall be the Corporation's annual meeting.

SECTION 12. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these By-laws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

A. Regular Meetings - No notice need be given of any regular meeting or the Board of Directors.

B. Special Meetings - At least one-week prior notice shall given by the Secretary of the Corporation to each director regarding a special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, or by telephone, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.

C. Waiver of Notice - Whenever any notice of a meeting is required to be given to any director of this Corporation under provisions of the Articles of Incorporation, these By-laws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. The waiver shall be filed with the person designated as Secretary of the meeting. Appearance at a meeting is deemed a waiver unless the Director attends for the express purpose of asserting the illegality of the meeting.

SECTION 13. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called at any time by the President of the Corporation or, in his or her absence, by the Vice President, or upon receipt of a request therefore signed by two or more directors. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the directors calling the special meeting.

SECTION 14. QUORUM FOR MEETINGS

A. A quorum shall consist of more than fifty (50) percent of the either the Board of Directors or the Executive Committee.

B. Except as otherwise provided under the Articles of Incorporation, these By-laws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 15. BOARD ACTION

A. At all meetings of the Board of Directors, each director present will be entitled to cast one vote on any motion coming before the meeting. Every act or decision done or made by two-thirds (2/3) of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these By-laws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board

B. Proxy voting will not be permitted by members of the Board of Directors.

SECTION 16. CONDUCT OF MEETINGS

A. Meetings of the Board of Directors shall be presided over by the President of the Corporation, or in his or her absence, by the Vice President. In the absence of these persons, a chairperson shall be chosen by a majority of the directors present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

B. Robert's Rules of Order will be the authority for all questions of procedure at any meetings of the Corporation, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these By-laws, or with provisions of law.

SECTION 17. NON-LIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation (once established).

SECTION 18. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The directors and officers of the corporation (once established) shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

ARTICLE 4

OFFICERS

SECTION 1. DESIGNATED OFFICERS

The officers of this Corporation will be a President, Vice President/Secretary, and Treasurer, and any such other officers with duties as the Board prescribes.

SECTION 2. PRESIDENT

The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these By-laws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as chairperson of the Board, the President shall preside at all meetings of the Board of Directors as well as all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these By-laws, he or she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

SECTION 3. VICE PRESIDENT/SECRETARY

It will be the duty of the Vice President to act in the absence or disability of the President, to advise and inform the President, and to perform such other duties as may be assigned to him or her by the President or the Board. In the absence of the President, the execution by the Vice President on behalf of the Corporation of any instrument will have the same force and effect as if it were executed on behalf of the corporation by the President.

The Vice President/Secretary shall also:

A. Be responsible for keeping the Corporation's records, and be the custodian of all books, correspondence, and papers relating to the business of the Corporation, except those of the Treasurer.

B. Give or cause to be given all notices of meetings of the Board of Directors and all other notices required by law or by these By-laws.

C. He or she will keep at the principal office of the Corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and if applicable, meetings of committees of directors and of members, recorded therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

D. Keep at the principal office of the Corporation a membership book containing the name and address of each member. In the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

E. Exhibit at all reasonable times to any director of the corporation (when established), or to his or her agent or attorney, the By-laws, the membership book, and the minutes of the proceedings of the Directors of the Corporation.

F. Present at each annual meeting of the Board of Directors a full report of the transaction and affairs of the corporation for the preceding year and will also prepare and present to the Board of Directors such other reports as it may desire and request at such time or times as it may designate.

G. The Board of Directors at its discretion may elect an Assistant Secretary - not necessarily a member of the Board of Directors - who will help to perform the duties and assume the responsibilities of the Secretary as above set forth under the general direction of the Secretary or President.

SECTION 4. TREASURER

The Treasurer shall have general charge, custody, and responsibility for all finances of the Corporation and shall:

A. Deposit all funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

B. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.

C. Disburse or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

D. Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

E. Exhibit at all reasonable times the books of account and financial records to any Director of the Corporation, or to his or her agent or attorney, on request therefor.

F. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

G. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

H. In general, perform all duties incident to the office of the Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation (when established), by these By-laws, or which may be assigned to him or her from time to time by the Board of Directors.

ARTICLE 5

ORCHESTRA CONDUCTOR

SECTION 1. RESPONSIBILITIES

A. Performance/Publicity – The Conductor shall conduct all rehearsals and performances, and shall be available to the media, before and after concert performances.

B. Music - The Conductor and the Music Selection Committee shall have complete autonomy regarding their choice of music for performances during the current performance season. They shall preview the list of music selections in the Corporation's library prior to the beginning of the session. Any additional music that is needed for performance during that session shall be placed on a list, with expected costs, and given to the President. The President will then present it to the Executive Committee for authorization. When authorization is given, the General Manager shall order the music and present the invoice for same music to the Treasurer. The General Manager shall be responsible for maintaining the originals in good form until they are no longer being used. Once it is decided that a piece of music will no longer be used for that session, he or she shall turn over the complete original to the Secretary for storage in the Corporation's library.

C. Rehearsals - The Orchestra Conductor shall plan for, and hold a single two-hour rehearsal each week throughout the session. Rehearsals shall be scheduled with and through the Executive Committee. The rehearsals shall be held primarily on Saturday or Sundays. Any deviation from these days shall be presented to the Executive Committee for approval. Summer session rehearsals, if any, shall be at a date and time convenient to both the Conductor and the vast majority of the orchestra members. The General Manager shall maintain a roll book, noting absences from rehearsals for all orchestra members. If a member has reached two consecutive absences, the Conductor shall notify the President so that the member may be notified and reminded of the "three consecutive absence" rule. If a member has reoccurring absences and the Conductor believes the member's performance is detrimental to the development of the group as a whole, the President shall be notified. Near the end of a session, but before the auditions for the next session, the roll book shall be turned over to the Executive Committee so that absences may be tallied for each member’s profile as well as for an analysis as to the effectiveness of existing absence policy.

SECTION 2. PERSONNEL AND PAYROLL

A. Qualifications - Orchestra Conductors shall be experienced and involved in the classical instrumental music art form. They shall be able to motivate and further educate the most committed, dedicated and talented musicians from within the communities served. The Conductor shall be responsible for providing, a workplace that encourages a dedication to excellence, as well as, an experience for the musicians that is both enjoyable and rewarding.

B. Remuneration – Conductors shall be paid in accordance with their abilities, experience, education and dedication to the mission of the Buffalo Community Orchestra. Payment shall be negotiated and agreed upon between the Executive Committee and the director for the current session only. Availability of funds as well as performance evaluations will determine whether or not the same or similar salary will be available for the next session.

C. Evaluation – Conductors will be evaluated at the end of each session by the Board of Directors. The evaluation will be based upon the traits listed in the "Qualifications" category listed above. A compilation of the evaluations shall be provided to the Conductor.

D. Term - An Orchestra Conductor shall be hired for one performance season (September through June). An invitation to return for the next session shall be made by the Board of Directors, in writing, at least thirty (30) days prior to the end of the current session. If the Conductor should choose not to return for the next season, they shall provide the Board a minimum of thirty (30) days advance written notice.

E. Termination - A Conductor may be terminated during a session, with or without cause, only by unanimous vote of the Board of Directors. The Conductor shall be given advance notice of any meeting established for such discussion in order that he or she may be heard.

ARTICLE 6

COMMITTEES

SECTION 1. DEVELOPMENT

The Board of Directors may designate one or more ad hoc committees, each of which will consist of at least one committee chair and two or more committee members. Committee members may be members of the Board of Directors, Associate Members or other interested individuals. The chair of each committee will be appointed by the President of the Corporation who will act with the Board's approval. After consultation with the committee chair, the President will appoint committee members. The studies, findings, and recommendations of all committees will be reported to the Board of Directors for consideration and action, except as otherwise ordered by the Board. Committees may adopt such rules for conduct of their business as are appropriate and not inconsistent with these By-laws, the Articles of Incorporation, or state law.

SECTION 2. EXECUTIVE COMMITTEE

A. This committee will be chaired by the President of the Corporation and will consist of all other officers of the Corporation. This committee will serve as the central planning group for the organization as well as an advisory group to the President. It will have the full powers and authority of the Board in the management of the business and affairs of the Corporation during the intervals between meetings of the board, to the extent permitted, and except as may otherwise be provided by provisions of law.

B. By a majority vote of board members, the Board of Directors may at any time revoke or modify any or all of the Executive Committee authority so delegated, or override decisions of the committee with which it disagrees, increase or decrease but not below two (2) the number of members or the Executive Committee, and fill vacancies on the Executive Committee from members of the Board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the Corporation's records, and report the same to the Board from time to time as the Board may require.

SECTION 3. STANDING COMMITTEES

The Board of Directors shall have the following standing committees as advisors to the Executive Committee. Officers overseeing the following committees are not counted as committee members and may or may not participate in every meeting, as they believe necessary to their oversight responsibility.

A. FINANCE COMMITTEE - Shall consist of four (4) members. The President shall be the chairperson with the Treasurer as co-chair. This committee shall be responsible for overseeing the Corporation's fund raising, budgeting and expenditures, and bookkeeping.

B. NOMINATIONS COMMITTEE - Shall consist of three (3) members overseen by the President. This committee shall be responsible for locating willing and capable future board members.

C. MEMBERSHIP COMMITTEE - Shall consist of four (4) members, overseen by the President, and chaired by the Treasurer. This committee shall be responsible for locating the hardest working and most talented instrumental musicians from within the communities represented by the Corporation, and inviting them to audition for the Corporation.

SECTION 4. OTHER COMMITTEES

The Corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the Board.

ARTICLE 7

EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these By-laws, may by resolution authorize any officer or agent of the Corporation to enter any contract or execute and deliver any instrument in the name of and on the behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by any other member of the Executive Committee. If the member countersigning is not the President, the Treasurer shall notify the President of such action as soon as is possible.

SECTION 3. DEPOSITS

All funds of the Corporation shall be deposited from time to time and as soon as possible to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 4. GIFTS

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or device for the nonprofit purposes of this Corporation.

SECTION 5. ACCOUNTING SYSTEM AND AUDIT

The Board of Directors shall cause to be established and maintained in accordance with generally accepted accounting principals applied on a consistent basis, an appropriate accounting system for this Corporation. The Board shall cause the records and books of this Corporation to be audited, at least once each fiscal year, and at any other times as it may deem necessary or appropriate, and may retain such person or firm for such purposes as it may deem appropriate.

ARTICLE 8

CORPORATE RECORDS, REPORTS, AND SEAL

SECTION 1. MAINTENANCE OF CORPORATION RECORDS

The Corporation shall keep at its principal office:

A. Minutes of all meetings of directors, committees of the Board and of all members, indicating the time and place of such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.

B. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

C. Records of its members, indicating their names and addresses, as well as the termination date of any membership.

D. A copy of the corporation's Articles of Incorporation (when established) and By-laws as amended to date, which shall be open to inspection by the members of the Corporation at all reasonable times during business hours.

SECTION 2. CORPORATE SEAL

The Board of Directors may adopt, use, and at will alter a corporate seal. Such seal shall be kept at the principal office of the corporation. Nevertheless, failure to affix the seal to corporate instruments shall not affect the validity of any such instrument.

SECTION 3. DIRECTORS INSPECTION RIGHTS

Every director shall have the absolute right at a reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these By-laws, and provisions of law.

SECTION 4. SURRENDER OF RECORDS AND ASSETS

Upon the death, termination, resignation, or removal of a member of the Board of Directors, the member or family members will upon request, surrender all documents and assets that may be deemed important to the Corporation by the Executive Committee. Such items include, but are not limited to, minutes, financial records, medical/insurance records, expenses, bills and receipts, sheet music or other written or printed documentation that relates to the Corporation and its members. Failure to release such information or assets may require the director or their family to repay the legal fees necessary to enable the Corporation to reacquire their properties.

SECTION 5. MEMBER’S INSPECTION RIGHTS

Each and every Associate Member shall have the following inspection rights for a purpose reasonably related to such person's interest as a member:

A. To receive a copy of the record of all current members' names and addresses.

B. To receive one copy of the current By-laws, upon written demand on the Secretary of the Corporation, which demand shall state the purpose for which the copy is requested.

C. To receive a tally of the total dollar amounts received from all sources by the Corporation during the current fiscal year and a breakdown of all monies actually disbursed during the same period of time, upon written demand on the Secretary of the Corporation, which demand shall state the purpose for which inspection rights are requested.

D. Members shall have such rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these By-laws, and provision of law.

ARTICLE 9

IRC 501(c)(3) TAX EXEMPTION PROVISIONS

SECTION 1. LIMITATIONS ON ACTIVITIES

A. No substantial part of activities of this corporation (when established) shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this 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.

B. Notwithstanding any other provisions of these By-laws, this 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 (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors of 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 on furtherance of the purposes of this corporation.

SECTION 3. DISTRIBUTION OF ASSETS

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

ARTICLE l0

AMENDMENT OF BY-LAWS

SECTION 1. AMENDMENT

The Board of Directors may amend these By-laws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notice of at least 14 days, any number of amendments or an entire revision of the By-laws may be submitted and voted upon at a single meeting of the Board of Directors and will be adopted at such meeting upon receiving a two-thirds vote of the Board of Directors present at such meeting.

ARTICLE 11

CONSTRUCTION AND TERMS

A. If there is any conflict between the provisions of these By-laws and the Articles of Incorporation of this corporation (when established), the provisions of the Articles of Incorporation shall govern.

B. Should any of the provisions of portions of these By-laws be held unenforceable or invalid for any reason, the remaining provisions and portions of these By-laws shall be unaffected by such holding.

C. All references in these By-laws to the Articles of Incorporation shall be to the Articles of Incorporation filed with an office of this state and used to establish the legal existence of this corporation (when established).

D. All references in these By-laws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 (update through attorney) as amended from time to time, or to corresponding provisions of any future federal tax code.

ARTICLE 12

MEMBERS

SECTION 1. QUALIFICATIONS OF MEMBERS

The qualifications for membership in this Corporation are as follows:

Take an interview with two or more Executive Committee members. Pass an instrument audition administered by the Orchestra Conductor. Be chosen by that Orchestra Conductor, after the Conductor combines the result of the musician's interview, and their attendance profile - if necessary to break a close call or if applicant is attempting to return - and their audition, as the best candidate for the orchestra out of those auditioned. Be capable of attending 100% of the scheduled performances. Be willing to give 100% of their ability to the other orchestra members similarly selected.

SECTION 2. ADMISSION OF MEMBERS

Qualified applicants shall be admitted to membership.

SECTION 3. FEES AND DUES

Fees and/or dues will not be required as of the date of these By-Laws, however, fees and/or dues may be implemented, as needed, to keep up with inflation or increasing costs, by resolution of the Board of Directors. Fees shall be kept low enough so as not to preclude any qualified person from applying for membership.

SECTION 4. ORCHESTRA DRESS

Orchestra dress shall be purchased by members and for formal performances, shall consist of: For the men, black trousers and black suit coat, dark colored tie, white dress shirt, and black shoes in good condition (oversized and or low crotches not acceptable). For the women, black trousers/calf to floor length skirt and black blouse or sweater with ¾ to full length sleeves, or black dress (calf to floor length) with ¾ to full length sleeves (oversized or mini length skirts/dresses or bare shoulders are not acceptable). For informal/outdoor performances orchestra dress for both men and women shall be a Polo shirt custom designed with the Orchestra logo, black trousers and black shoes. The Orchestra Conductor shall have final say regarding appropriate dress at performances.

SECTION 5. ABSENCES

All absences reduce the potential of the orchestra as a whole, thereby preventing other members from receiving the highest possible experience from their session.

A. ORCHESTRA MEMBER

1. Attendance at all performances is required.

2. The number of absences taken by each student will be considered as

part of their complete attendance profile when decisions are made regarding

acceptance into the next session's band.

3. Three consecutive absences may cause the Executive Committee to

terminate the student's membership.

4. The board will not be involved in determining what is an excused or

unexcused absence from rehearsal.

SECTION 6. VOTING

A. All Orchestra Members shall have the right to vote for officers of the Corporation when the officers' current terms expire. Each member shall have one vote for each open position, and cast that vote for any of those nominated from the Nomination Committee at the annual meeting and at any special elections called by the President. Only those members present at the meeting have a vote.

B. No other voting rights for members shall be implied or assumed.

SECTION 7. NUMBER OF MEMBERS

There is no limit on the number of members the Corporation may admit.

SECTION 8. MEMBERSHIP BOOK

The Corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the Corporation's principal office.

SECTION 9. NON-LIABILITY OF MEMBERS

A member of this corporation (when established) is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION 10. NON-TRANSFERABILITY OF MEMBERSHIPS

No member may transfer a membership or any right arising therefrom.

SECTION 11. TERMINATION OF MEMBERSHIP - CAUSES

The membership of a member shall terminate upon the occurrence of any of the following events:

A. Member does not continue to meet the commitment or qualifications for their membership. Requires unanimous consent of the Executive Committee.

B. Upon a determination by the Executive Committee that a member has engaged in

conduct materially and seriously prejudicial to the interests or purposes of the Corporation.

SECTION 12. TERMINATION OF MEMBERSHIP - PROCEDURES

The following procedures shall be followed in the termination of a membership for reasons other than (sec. 13. C) above.

A. Written notice of cause and termination shall be provided to the member 14 days prior to termination. This offers the member an opportunity for a hearing.

B. The concerned member has the option of responding within seven (7) days in order to request a hearing from the Executive Committee before the termination date. If this option is chosen, the Member shall continue at rehearsals and performances until the hearing is complete.

C. Upon request for a hearing by the concerned member, the Executive Committee will call a special meeting to be held within fourteen (14) days from the time that the original Termination Cause Letter was given to the member. The Associate Member will represent the affected Member and may choose to respond, orally or in writing, at the meeting. In either case, the Executive Committee shall make a decision within two (2) days to either stand by or reverse their original decision. The member shall be notified in writing soon thereafter.

D. The Executive Committee must agree unanimously to terminate the membership of any member.

SECTION 13. MEMBER MEETINGS

There shall be at least three (3) member meetings with both the Executive Committee and Orchestra Conductor present throughout the Corporation's fiscal year. The first meeting shall be held at approximately the time of the first rehearsal for the performance year session, with the second meeting in December. The third meeting shall be held in March.

SECTION 14. NAME PROTECTION

No person, whether member or not, shall use the Buffalo Community Orchestra, Inc. name or other names connected with the Corporation's bands for their own personal gain or without written approval from the Board of Directors.