Section 1.1  Members.  Upon adoption of this Code of Regulations, each individual who was an active member under the bylaws of the unincorporated predecessor to this Corporation shall be deemed to be a Member of the Corporation.  Thereafter, an individual may continue or become a Member if such individual is deemed qualified to perform or participate by the Music Director, Color Guard Captain, or the Board of Directors, and has paid membership dues for the current fiscal year.

Section 1.2  Meetings of the Members.  An Annual Meeting of the Members shall be held in October of each year, or at such other time as may be determined by the Board of Directors.  Special Meetings of the Members shall be held at such time or times as determined necessary or appropriate by the President or the Board of Directors.  If twenty percent (20%) of the Members sign a petition to request a Special Meeting for a specified purpose, then the President shall call a Special Meeting for that purpose to be held within thirty (30) days of the receipt of the petition by President.

Section 1.3  Notice of Meetings.  The Board of Directors shall provide advance written notice of the Annual Meeting of the Members to each Member at least thirty (30) days before such meeting.  The Board of Directors shall provide advance written notice of any Special Meeting of the Members to each Member at least ten (10) days before such meeting, which notice shall state the purpose of the meeting.  Any such notice may be delivered in person, or sent by electronic mail, facsimile, or First Class U.S. Mail.

Section 1.4  Voting Rights.  Individuals who have been Members for at least sixty (60) days prior to a meeting of the Members shall be eligible to vote at such meeting.

Section 1.5  Quorum.  Provided the required notice has been given to the Members of any Membership meeting, a quorum will consist of those present in attendance at said meeting.

Section 1.6 Membership Dues.  Dues for a Member shall be determined by the Board of Directors prior to the beginning of each fiscal year.  The Board of Directors may reduce or waive the dues for an individual based on special circumstances.

Section 1.7  Membership Information.  The names and personal contact information of Members shall be kept confidential and used only for purposes of the Corporation.  No Member, Director, or Officer shall share such information outside of the Corporation without the express consent of the Member.

ARTICLE II.  BOARD OF DIRECTORS

Section 2.1  Composition.  The Board of Directors shall be comprised of up to seven (7) Directors.  The initial Directors shall be those individuals who were elected to be voting members of the Steering Committee under the bylaws of the unincorporated predecessor organization to this Corporation.  In addition, the President and all other Officers and Titled Positions shall be ex officio members of the Board of Directors.  The ex officio members of the Board of Directors shall not have a vote, except that the President may vote in the case of a tie.

Section 2.2  Qualification, Election, and Term of Office.  To be a Director, an individual must be a Member of the Corporation.  Directors shall be elected at the Annual Meeting of the Members to serve for a term of one fiscal year.  No individual may be elected as a Director for more than five (5) consecutive terms.

Section 2.3  Resignation or Removal of a Director.  A Director may resign upon written notice to the President.  A Director may be removed, with cause, upon a two-thirds vote of the Directors then in office, provided that written notice of the proposed removal is provided to that Director at least ten (10) days prior to the meeting.

Section 2.4  Vacancy.  In the case of a vacancy on the Board of Directors due to the resignation, removal, incapacity, or death of a Director, the remaining Directors shall appoint a Member to fill the vacancy who shall serve for the balance of the term.

Section 2.5  Meetings.  Meetings of the Board of Directors shall be held at such time as called by the President or as set by the Board of Directors.  Notice of meeting shall be provided at least 24 hours prior to the meeting in person, or by electronic mail, facsimile, or telephone answering system, or at least 5 days prior to the meeting by First Class U.S. mail.

Section 2.6  Quorum.  The presence at a meeting of the Board of Directors of at least one-half (1/2) of the voting Directors then in office shall constitute a quorum.  A Board member who is included in a meeting by conference telephone through which each member may hear and speak with each other member shall be deemed present at the meeting.

ARTICLE III.  OFFICERS

Section 3.1  President.  The President shall chair meetings of the Members and of the Board of Directors, and serve as chief representative of the Corporation.  To be President, an individual must be a Member of the Corporation.  The President shall be elected at the Annual Meeting of the Members to serve for a term of one fiscal year.  No individual may be elected as President for more than three (3) consecutive terms.

Section 3.2  Secretary.  The Board of Directors shall appoint a Secretary at its first meeting of a fiscal year, to serve until his or her successor is appointed.  The Secretary must be a member of the Board of Directors.

Section 3.3  Treasurer.  The Board of Directors shall appoint a Treasurer at its first meeting of a fiscal year, to serve until his or her successor is appointed.  The Treasurer must be a member of the Board of Directors.

Section 3.4  Music Director.  The Music Director shall schedule and direct musical rehearsals and performances (as required), select music for performances, and ensure quality performance by coordinating adequate musical representation and ability.  The outgoing Board of Directors shall appoint the Music Director for the following fiscal year prior to the end of their term.

Section 3.5  Color Guard Captain.  The Color Guard Captain shall schedule and direct color guard rehearsals, and coordinate the development of routines.  The outgoing Board of Directors shall coordinate the selection of the Color Guard Captain for the following fiscal year prior to the end of their term.

Section 3.6  Drum Major and Assistant Drum Major.  The Drum Major and / or Assistant Drum Major shall direct the band during marching rehearsals and performances, and provide an additional visual presence at performances.  The outgoing Board of Directors shall coordinate the selection of the Drum Major and Assistant Drum Major for the following fiscal year prior to the end of their term.

Section 3.7  Vacancies.  In the case of a vacancy due to the resignation, incapacity, or death of the President, a Music Director, the Color Guard Captain, the Drum Major or the Assistant Drum Major, the current Board of Directors shall appoint a Member to fill the vacancy who shall serve for the balance of the term.

ARTICLE IV.  PARLIAMENTARY PROCEDURE

Section 4.1  Policies and Procedures.  The Board of Directors may adopt Standard Operating Policies and Procedures to govern the operation and meeting of the QCRB.  Such Standard Operating Policies and Procedures shall be the authority governing matters not otherwise covered in this Code of Regulations.

Section 4.2  Suspension of Rules.  No procedural rule shall be suspended except by a two-thirds vote of the Membership.

ARTICLE V.  AMENDMENTS TO REGULATIONS OR ARTICLES

Section 5.1  Proposal.  Any proposed amendment to the Code of Regulations or Articles of Incorporation shall be submitted to the President or Secretary in writing.  The President or Secretary shall promptly distribute a copy of such proposed amendment either in person or by electronic mail, facsimile, or First Class U.S. mail to each member of the Board of Directors.

Section 5.2  Submission to Members.  The Board of Directors shall submit the proposed amendment at the Annual Meeting or a Special Meeting of the Members for consideration.  The Board of Directors shall distribute a copy of the proposed amendment to the Members with the notice of such meeting and at least thirty (30) days prior to such meeting.

Section 5.3  Adoption.  An amendment to the Code of Regulations or Articles of Incorporation shall be adopted upon the affirmative vote of at least two-thirds (2/3) of the Members present at the meeting at which it is submitted.

ARTICLE VI.  MISCELLANEOUS

Section 6.1  Indemnification.  The Corporation shall indemnify and hold harmless its Directors and Officers to the fullest extent permitted by both the non-profit corporation law of the State of Ohio and the federal tax law governing organizations exempt from taxation under Section 501(c)(3) of the Internal Revenue Code.

Section 6.2  Authority to Bind.  Except as may be authorized on occasion by the Board of Directors or as provided by applicable law, only the President or his or her designate shall have the authority to bind the Corporation to any contract, note, pledge, or other agreement or instrument.

Section 6.3  No Discrimination.  No individual or organization shall be denied association with the Corporation on the basis of age, sex, race, color, creed, religion, national origin, disability, sexual orientation, or gender identity.

Section 6.4  Fiscal Year.  The records of the organization shall be maintained on the basis of a fiscal year ending December 31 of each year.