Organizational Documents

The name of this organization shall be "Jackson Hole Community Band" hereinafter referred to as "the band."

All persons who have regularly participated in rehearsals or concerts shall be regular members of the Band.

The purpose of the organization shall be twofold: (1) to provide music for public occasions such as parades, public gatherings, visits of dignitaries, benefits for charitable or civic organizations, public schools and other good works and (2) to provide an opportunity for those members of the community who have an interest in instrumental music to participate in an organization with others during their leisure time.

The Band shall not engage in any activities not permitted by an organization exempt from Federal income tax under the Internal Revenue Code nor shall it engage in any activities prohibited by law. Even though the Band will participate in a variety of civic functions, it will not align with any political, religious or ethnic causes.

1. Annual meeting. The band shall hold an annual meeting in January of each year. The President shall call the meeting and shall designate the time and place of such meeting. The members present and represented by proxy shall constitute a quorum.

2. Special Meetings. Special meetings may be called by the President as needed.

3. Proxies. At each annual or special meeting, each member entitled to vote may do so in person or by proxy, executed by that member.

4. Votes. Each member of the Band shall have one vote, either in person or by proxy.

1. Number. The number of Directors of the Band initially shall be seven. This number may be changed from time to time at the discretion of the Board.

2. Election. The Board of Directors shall be elected by the members at the annual meeting. The term of the Board of Directors shall be one year. The Board of Directors shall have general charge of all Band affairs. A Director need not be a member of the Band.

3. Compensation. No director shall receive compensation for any service(s) rendered to the Band as a Director; provided however, that a Director may be reimbursed for expenses incurred in the performance of duties as a Director to the extent such expenses are approved by the Board of Directors.

4. Resignation and Removal. A Director may resign at any time by delivering notice to the Board of Directors. Any Director elected by the members may be removed at any time, with or without cause, by the vote of the majority of Board members. If vacancies occur in the Board of Directors, the remaining directors may appoint a Director to fill the vacancy until the next annual meeting.

5. Informal Action by Directors. Any action that is required or permitted to be taken at a meeting of the Board of Directors, either regular or special, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Directors.

The officers of the Band shall consist of a President, Vice-President, Secretary and Treasurer who shall be elected by the members of the Band at the annual meeting. Officers must be members of the Band. A director may serve as an officer. Any one person may hold more than one office. Term of officers shall be one year.

Except as otherwise provided by Wyoming law, by the Articles of Association, or by these Bylaws, the Bylaws may be amended, altered, or addended by the members upon affirmative vote of a majority of the members present at a meeting called for that purpose.

IN WITNESS WHEREOF, the undersigned, constituting the Directors of the Jackson Hole Community Band have executed the Bylaws this 28th day of May, 1993.

/s/
Susan J. Bybee
Craig S. Carpenter
Don Cushman
Rich McLaughlin
Cynthia Millard
Thomas Ninnemann
Jeff Woodruff

Co-founders Don Cushman and Tom Ninnemann and other members of the Jackson Hole community adopt the following Articles of Association:

The name of this non-profit arts organization is the Jackson Hole Community Band, hereinafter called "the band."

The band shall exist perpetually, or until dissolved pursuant to law and other circumstances.

The band shall be operated to provide continuing music education, opportunities for musical expression, and enjoyment for the band members and community audiences.

This organization is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization 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.

No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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 Articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future Federal tax code.

Provisions for the regulation of the affairs of the band shall be set forth in the bylaws, provided that the bylaws will be consistent with provisions in these Articles of Association and other regulations as necessary for operation as a non-profit organization in the State of Wyoming.

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

The address of the office of the band is PO Box 219, Teton Village, WY 83025, and the business agent is Craig S. Carpenter.

The affairs of the band shall be managed by a Board of Directors elected by the band. The board will consist of the band director (ex-officio) and 6 elected representatives from the band's membership.

Subject to these Articles and the Bylaws, the band and/or its elected officials may exercise the following powers and privileges as appropriate and expedient:

a. Do any and all that the band is authorized or required to do under its documents of organization, which may, from time to time, be amended, including the powers to fix, levy, and collect all charges and assessments necessary for the operation of the band; and

b. Purchase, acquire, own, hold, lease, rent, sell, and dispose of pertinent materials and property for the operation of the band; and

c. Do any and all things a non-profit corporation may now or hereafter do within the laws of Wyoming.

Persons who have regularly participated in rehearsals or concerts shall be considered members of the band. It is recommended that players will have achieved a junior high school level or performance, but exceptions may be considered as appropriate.

All members of the band shall have voting rights.

Members of the band shall be subject to assessments as needed for the operation of the band. Members shall not individually or personally be liable for the debts or obligations of the band, nor may individual members incur debts or obligations for the band without the consent of the Board of Directors.

The band indemnifies any director or board member, present and past, against liability and expenses actually and necessarily incurred by such person in connection with the defense of any action, suit, or proceeding in which such person is made a party by reason of being or having been such director or officer or member of the board, except in relation to matters in which such person shall be adjudged in such action, suit, or proceeding to be liable for misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which such director or officer or member may be entitled, under any bylaw, agreement, vote of board of directors or members, or otherwise.

The Board of Directors may adopt, amend, repeal, and enforce reasonable rules and regulations governing the band to the extent such rules and regulations are not inconsistent with the provisions of the Articles of Association and the Bylaws.

Except as otherwise provided by law or by the Bylaws, these Articles of Association may be amended in accordance with Wyoming law upon the affirmative vote of at least 50% of those eligible and voting members in attendance at a meeting called for that purpose, provided, however, that all amendments shall be consistent with the governing documents.

We hereby certify that these amended Articles of Association are a correct and complete copy including the amendments as approved by the membership on the 22nd day of December, 1993.


/s/ 12/22/93
Cynthia Millard, President

/s/ 12/22/93
Craig S. Carpenter, Treasurer