BY-LAWS of LOUDOUN JAZZ SOCIETY

MISSION
LOUDOUN JAZZ SOCIETY exists to enhance the quality of life in Loudoun County through local support, promotion, and sponsorship of jazz music.

ARTICLE I Members
A. Individuals, families or organizations may become members of LOUDOUN JAZZ SOCIETY by paying an annual fee, the amount of which is fixed by the board.

B. Membership will entitle members to receive updates on LOUDOUN JAZZ SOCIETY activities, discounts on LOUDOUN JAZZ SOCIETY events, to vote for Directors as set forth below, and other benefits to be determined by the board.

C. There are no qualifications for membership, nor limits on the number of members.

D. The annual meeting of the members shall be held in November each year, or other date as shall be fixed by the Directors. The purposes of the meeting, in addition to those prescribed by law, may be specified by the members or Directors in the notice of the meeting.

E. Advance notice of the annual membership meeting shall be publicized in a manner to be determined by the Board.

F. At that meeting, the Board shall update members on the financial status of LOUDOUN JAZZ SOCIETY, important items of business being considered by the Board, and such other items as the Board may determine necessary.

G. At that meeting, Directors shall be elected as set forth below under Article II.

ARTICLE II Directors
A. The governing body of LOUDOUN JAZZ SOCIETY shall be the Board of Directors. B. The Board of Directors shall consist of President, Vice-President, Secretary and Treasurer; all past officers; and other Directors as determined by the board, not to exceed a total of 11 Directors.

C. The Board of Directors, subject to any action at any time taken by the members of LOUDOUN JAZZ SOCIETY, shall have the entire charge, control and management of LOUDOUN JAZZ SOCIETY and its property and may exercise all or any of its powers. D. Directors are nominated by a majority vote of the Directors then in office, and elected by a majority vote of members present at the annual meeting.

E. The number of the Board of Directors may be increased by vote of a majority of the number of Directors then in office, and one or more additional Directors may be elected at any meeting of the members.

F. Directors shall hold office until the next annual meeting of members and thereafter until their successors are chosen and qualified.

G. A Director may be removed from office with or without cause by vote of a majority of the members, or for cause by vote of a majority of the Directors then in office.

H. Any Director may resign by presenting a written resignation to the Board. Such resignation shall be effective upon receipt unless it is otherwise specified.

I. Regular meetings of the Directors may be held at such times and places as determined by the Board.

J. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business. Action of the Directors on any matter brought before the meeting shall be decided by vote of a majority of those present.

K. The Directors may, by vote of a majority of the number of Directors then in office, elect from their number an executive or other committees. Such committees shall conduct business in the same manner as provided in these by-laws for the Directors. The Directors shall have the power to fill vacancies in, change the membership of, or disband any such committee.

L. The directors are not personally liable for their actions if they act within the scope of the powers vested in them. The directors are not personally liable to any third parties for any contract on behalf of the company.

ARTICLE III Inspection of Records
Books, accounts, documents and records of LOUDOUN JAZZ SOCIETY shall be open to inspection by any Director at all times during the usual hours of business. The original, or attested copies, of the Articles of Organization, By-Laws and records of all meetings of the incorporators and members, and membership records which shall contain the names of all members and their record addresses, shall be kept by the President of the Board of Directors at the principal office of LOUDOUN JAZZ SOCIETY. They shall be available at all reasonable times for inspection by any member for any proper purpose.

ARTICLE IV Checks, Notes, Drafts and Other Instruments
Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of LOUDOUN JAZZ SOCIETY may be signed by the President or Treasurer of the Board. No officer or person shall sign any such instrument unless authorized by the Directors to do so.

ARTICLE V Fiscal Year
The fiscal year of LOUDOUN JAZZ SOCIETY shall be the year ending with December 31 in each year.

ARTICLE VI Amendments
These By-Laws may at any time be amended by majority vote of the members present at the annual meeting, provided that notice of the substance of the proposed amendment is stated in the notice of the meeting.

Compliance with Internal Revenue Code
SECTION 1. No part of LOUDOUN JAZZ SOCIETY’s assets or net earnings may inure to the benefit of any individual. This does not preclude the payment of reasonable amounts for goods or services provided to LOUDOUN JAZZ SOCIETY.

SECTION 2. Upon dissolution, the assets of LOUDOUN JAZZ SOCIETY shall be distributed to The Jazz Education Network., or to another nonprofit organization that is exempt under section 501(c)3 of the Internal Revenue Code.

SECTION 3. LOUDOUN JAZZ SOCIETY shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation, except to the extent permitted by section 501(h) of the Internal Revenue Code, nor shall it participate to any extent in any political campaign for or against any candidate for public office.

SECTION 4. It is intended that LOUDOUN JAZZ SOCIETY shall be entitled to exemption from Federal income tax under section 501(c)(3) of the Internal Revenue Code and shall not be a private foundation as described in section 501(a) of the Code.

SECTION 5. LOUDOUN JAZZ SOCIETY subscribes to the general purposes of The Jazz Education Network.