BYLAWS of Centennial State Pipes and Drums

(revised 3/01/06)

ARTICLE I

Name and Location

The name of the organization is Centennial State Pipes and Drums. The
principal office of the organization shall be located in the metropolitan
area of Denver, Colorado, as may be designated by the Board of Directors.
The meetings of the Members and of the Directors may be held at such places
within the State of Colorado as may be designated by the Board of
Directors.

ARTICLE II

Purpose

The organization shall foster and promote Celtic and related arts within
the community; To this end the organization shall utilize such musical
instruments and engage in such activity as may be deemed by the Board of
Directors to be cognizable and pursuant to the furtherance of Celtic arts,
including but not limited to performances by a pipe and drum band, Scottish
Highland Dancers, and Irish Dancers. The organization shall willing to
extend assistance, cooperation and education to such societies, clubs, and
organizations deemed to be engaged in interests like or similar to the
purpose of the organization. All members shall have the opportunity,
provided their dues are currently in order, to receive instruction from
existing members on the instrument or in the art of their choice within the
scope of the following categories:

• Scottish Highland Bagpipe

• Snare Drum

• Tenor Drum

• Bass Drum

Mission Statement

Centennial State Pipes and Drums is a non-profit 501(c)3 corporation
dedicated to the education, preservation, and promotion of bagpipe and drum
music in Colorado and the United States.

Our mission is to promote the appreciation of bagpipe and drum music by
providing class instruction, presenting innovative musical events, pursuing
group competition, encouraging individual competition, and fostering
tradition.

We welcome anyone who has a desire to share these goals with us, regardless
of age, nationality, religion, race, or musical background.

To support our mission, we:

• Foster a supportive and constructive learning environment

• Provide mentoring for beginning pipers and drummers

• Strive to improve the craft though practice, performance, and
  competition

• Encourage education through participation in piping and drumming
  seminars

• Provide opportunities in leadership and responsibility

• Communicate the legacy of Scottish and Irish music through our
  public performances

• Promote fellowship outside of band events

• Create good will within the community

• Engage in fund raisers to support the necessity of uniforms,
  equipment, and instruments

• Compete at Highland games in group and individuals competition

• Attract new members and sponsors

ARTICLE III

Membership

1) Members are those persons who have formally registered and have made a
dues payment in any fiscal year in the sum of not less than Twenty-five
Dollars ($25.00).

2) Each annual member shall have one vote at any membership meeting held
the fiscal year for which payment was made.

3) At least twenty days' written notice shall be given of annual meetings,
and at least five days' written notice shall be given of special meetings
of the members. At special meetings no business may be transacted other
than that indicated in the notice of meeting.

4) Performing Membership shall be limited to those persons who have
auditioned and be deemed to possess an acceptable degree of ability in one
or more of the categories of instruction.

ARTICLE IV

Board of Directors

1) The Board of Directors shall have and exercise all the usual powers of
directors of a business corporation and the immediate government and
direction of the affairs of the organization. They shall make all rules and
regulations which they deem necessary or proper for the government of the
organization, and for the due and orderly conduct of its affairs and the
management of its property, not inconsistent with the Bylaws of the
organization.

2) The Board of Directors shall consist of five (5) active voting members
appointed by the membership.

3) The Board of Directors shall meet monthly and said meetings shall be
open to all members. At meetings of the Board of directors a quorum for the
transaction of business shall consist of three directors. At all meetings
of the Board business shall be transacted by majority vote of all directors
present and any action so taken shall be deemed the action of the full
Board. Voting cannot be by proxy.

4) No Director shall receive compensation for his or her services as a
Director. Prior to any election of Directors at a meeting of the members, a
Nominating Committee shall submit nominations of which notice shall be
given together with notice of the time and place of the meeting.
Nominations shall be made by a nominating committee named by the Board.
This committee will place into nomination the names of all candidates who
aspire to an office. Nominations shall be for a specific office.
Nominations may also be made from the floor at the Annual Meeting. Such
nominations shall be made from among voting members in good standing.

5) The Directors shall be elected by plurality vote of the Active Members
attending the Annual General Meeting. Each Director shall be elected to one
specific office for one fiscal year.

6) Duties and responsibilities of the Board Officers shall be as follows:

• President: President shall preside as chairman at all meetings and
  perform all duties commonly pertaining to this office. The
  President shall set the time and place of regular and special Board
  meetings and the Annual General Meeting in accordance with the
  provisions of these By-Laws. The President shall chair all
  budgeting committees.

• Vice President: The Vice President shall be responsible for the
  chairing the fund raising committee. The Vice President shall also
  follow band continuity and morale providing metrics for measurement
  of the bands standing. In the absence of the President from any
  meeting, the Vice President shall perform the duties of the
  President. In the absence of both the President and Vice President
  the Board shall elect a temporary chairman.

• Secretary: The Secretary shall keep a record of the proceedings at
  Board and Membership Meetings, which record shall at all reasonable
  times be open for inspection to members of the Board of Directors.
  The Secretary shall inform all members of the date and place of the
  Annual General Meeting and the business to be conducted thereat.

• Treasurer: The Treasurer shall receive all monies from all sources
  for the account of the organization and shall deposit same in the
  bank or banks designated by the Board. The Treasurer shall make
  disbursements of all expenditures and reimbursements approved by
  the board. The Treasurer shall make monthly reports, in writing, of
  all monies received and paid out, and balances in the bank
  accounts. The Treasure shall also provide a fiscal budget for the
  funding and operations of the band.

• Membership Chairman: The Membership Chairman shall issue, on a
  monthly basis, or as required, a newsletter to the active members
  of the organization. The Membership Chairman shall assemble or
  solicit members to help facilitate this publication. The Membership
  Chairman shall also maintain a list of all active members,
  receiving both releases and payment of dues from same.

7) Any Director/Officer may be removed from the Board by a majority vote of
the Members of the organization only during a general meeting.

ARTICLE V

Band Officers

1) The Pipe Band may have as band officers the following positions as
appointed by the Board of Directors

• Pipe Major

• Pipe Sergeant

• Drum Major

• Drum Sergeant

• Business Manager

• Quartermaster

ARTICLE VI

Section Heads

1) The Pipe Major shall be appointed the Section Head of the Pipes and
Drums following the Annual General Meeting.

2) Section Heads shall attend all Board of Directors' meetings; present to
the Board the needs and desires of the respective section; see that their
respective sections appear as requested for all practices, parades, and
performances.

ARTICLE VII

Property

1) General: All property and assets of the organization shall be carried on
the books as such. Musical instruments and fixed supplies thereto as well
as uniforms, clothing, and the like shall be depreciated annually at a rate
to be determined by the Board of Directors.

2) Uniforms and equipment purchased by the organization and assigned to
members shall be used only while performing with the Band in an active
manner. Said uniforms and equipment shall remain the property of the
organization and any replacement because of loss thereof or repair because
of damage thereto, other than normal wear and tear, shall be the
responsibility of the member to whom the uniform and/or equipment was
assigned.

3) Band members shall keep the uniforms clean at all times. Uniforms may be
recalled by the Pipe Major on the recommendation of the Board of Directors
for failure of members to attend practices or band performances or for any
other reason deemed sufficient. All uniforms must be dry cleaned before
being returned for any reason. Permission to wear the uniform at any
function other than a Band function must be obtained from a Section Head or
Band Director.

ARTICLE VIII

Banking of Funds, Allocation, Disbursements

1) The monies received by the organization from any source shall be
deposited in the name of the organization in such bank or banks as shall be
determined from time to time by resolution of the Board of Directors of the
organization. No advances or disbursement of funds shall be made until
monies received from any specific engagements, donation, or source have
been deposited and accounted for in the books of the organization.

2) Monies earned by the band, donations given, and any fees collected will
be allocated at the Board's discretion.

3) Disbursement of the monies of the organization for payment of accounts
outstanding or for prepayment of intended authorized purchases or any other
lawful purpose may only be made upon resolution by the Board of Directors,
such disbursement made by check signed by person or persons designated by
the Board of Directors.

4) The Board of Directors shall maintain a balanced budget.

ARTICLE IX

Non-Profit Status

1) No part of the net earning of the organization shall inure to the
benefit of, or be distributed to its members, 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 herein.
Notwithstanding any other provision of these Bylaws, the organization shall
not carry on any 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 of 1954 (or the corresponding provision of any future
United States Revenue Law) or (b) by an organization to which contributions
are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954
(or any corresponding provision of any future United States Internal
Revenue Law).

2) Upon the dissolution of the organization, the Board of Directors shall,
after paying or making provisions for payment of the liabilities of the
organization, dispose of all of the assets of the organization exclusively
for the purposes of the organization in such manner, or to such
organization or organizations operated exclusively for charitable,
education, religious, or scientific purposes as shall at the time qualify
as an exempt organization under Section 501(c)(3) of the Internal Revenue
Code of 1954.

ARTICLE X

Amendments

1) These Bylaws may be altered, amended, or repealed and new Bylaws adopted
at a regular or special meeting of the voting Members, by a vote either in
person or by written proxy of a majority of a quorum, which shall be for
this purpose one/half (1/2) of the Active Voting Members, providing the
amendment is not in conflict with any provision necessary to maintain a
tax-exempt, non-profit organization.

2) Suspension of Bylaws. These bylaws may be temporarily suspended by a
two-thirds vote during a business meeting as allowed under Section two of
this Article

3) Review of Bylaws. These bylaws shall undergo review in even numbered
years by the Executive Committee. Amendments or alterations proposed by
this Committee must be processed as described above in Section One of this
Article