Amended and Adopted effective June 7, 1999

ARTICLE 1. OFFICES

The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors (“Board”) may designate.  The corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the corporation may require from time to time.

ARTICLE 2. MEMBERSHIP

2.1. Classes of Members

The corporation shall initially have two (2) classes of members.  The first class of members shall be named Full Members, and any reference herein to Full Members or Full Membership shall mean this first class of members.  The second class of members shall be named Associate Members and references to Associate Members or Associate Membership shall mean this second class of members.  Any reference to members herein shall include both Full Members and Associate Members.  Additional classes of members, the manner of election or appointment of each class of members, and the qualifications and rights of each class of members may be established by amendment to these Bylaws.

2.2. Qualifications for Full Membership

In order to qualify for Full Membership, a member must spend fifty percent (50%) or more of their time composing music, or must earn fifty percent (50%) or more of their income composing music.  Full Members shall pay annual dues in an amount set forth by the Directors at the first annual meeting, with such amounts duly recorded in the minute records of such meeting, and the Board may increase or decrease the annual dues as necessary at any meeting of the Board.  A Full Member may be elected or appointed to Full Membership by the Board.  Full Members may have such other qualifications as the Board may prescribe by amendment to these Bylaws.

2.3. Voting Rights

2.3.1.

Each Full Member entitled to vote with respect to the subject matter of an issue submitted to the Full Members shall be entitled to one (1) vote upon each such issue.

2.3.2.

Each Full Member entitled to vote at an election of Directors may cast one (1) vote for as many persons as there are Directors to be elected and for whose election such Full Member has a right to vote.

2.4. Annual Meeting

The annual meeting of the members shall be held the 1st Monday of October in each year at 7:00 p.m. for the purpose of electing Directors and transacting such other business as may properly come before the meeting.  If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day.  If the annual meeting is not held on the date designated herein, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

2.5. Special Meetings

The President, the Board, or not less than thirty percent (30%) of the Full Members entitled to vote at such meeting, may call special meetings of the members for any purpose.

2.6. Place of Meetings

All meetings of members shall be held at the principal office of the corporation or at such other place within or without the State of Washington designated by the President, the Board, by the Full Members entitled to call a meeting of members, or by a waiver of notice signed by all Full Members entitled to vote at the meeting.

2.7. Notice of Meetings

The President, the Secretary or the Board shall cause to be delivered to each member entitled to notice of or to vote at the meeting, either personally in writing, by electronic mail or by official government mail, not less than ten (10) nor more than fifty (50) days before the meeting, written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  At any time, upon the written request of not less than thirty percent (30%) of the members entitled to vote at the meeting, it shall be the duty of the Secretary to give notice of a special meeting of members to be held at such date, time and place as the Secretary may fix, not less than ten (10) nor more than thirty-five (35) days after receipt of such written request, and if the Secretary shall neglect or refuse to issue such notice, the person or persons making the request may do so and may fix the date, time and place for such meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the member at his or her address as it appears on the records of the corporation with postage thereon prepaid.  If such notice is sent via electronic mail, it shall be deemed delivered when such notice is shown as sent from the sending computers’ electronic mail system, as evidenced by a print-out copy, signed by the corporate designee who sent such notice.  Notwithstanding the foregoing, in the event that an electronic mail notice is returned as undelivered, such notice will not be deemed as delivered and such notice must be sent via official government mail unless the corporate designee receives a new electronic mail address for the party who did not receive such notice within five (5) days of the date when the original notice was sent via electronic mail.  Any notice that a message is undelivered shall be evidenced by a print-out copy, signed by the corporate designee who is responsible for sending the original notice.  Any print-out copies of notices and responses from any member, including an error or undeliverable message, sent via email shall be placed in the corporate records book.  The term “mail” when used in the subsequent sections, shall mean both the official government mail and electronic  mail unless otherwise specified.

2.8. Waiver of Notice

Whenever any notice is required to be given to any member under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

2.9. Quorum

Twenty percent (20%) of the members of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the members.  If less than a quorum of the members entitled to vote is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice.

2.10. Manner of Acting

The vote of a majority of the votes entitled to be cast by the members represented in person or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation or these Bylaws.

2.11. Proxies

A member may vote by proxy executed in writing by the member or by his or her attorney-in-fact.  Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting.  A proxy shall become invalid eleven (11) months after the date of its execution unless otherwise provided in the proxy.  A proxy with respect to a specific meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof.

2.12. Action by Members Without a Meeting

Any action which could be taken at a meeting of the members may be taken without a meeting if a written consent setting forth the action so taken is signed by all members entitled to vote with respect to the subject matter thereof.  Such written consents may be signed in two or more counterparts, including a print-out copy of an electronic mail message from such member entitled to act at such meeting that shows his or her acquiescence via a typewritten statement, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document.  Any such written consent shall be inserted in the minute book as if it were the minutes of a meeting of the members.

2.13. Associate Membership Qualifications.

Associate Members shall have an interest in composing music and shall either be a student or spend less than fifty percent (50%) of their time composing music.  Associate Members shall pay annual dues in an amount set forth by the Directors at the first annual meeting, with such amounts duly recorded in the minute records of such meeting, and the Board may increase or decrease the annual dues as necessary at any meeting of the Board.

2.14. Associate Membership Limitations.

Associate Members shall have no right to vote in any matters relating to the corporation, such matters include, but are not limited to, electing Directors, calling special meetings or amending the Articles of Incorporation, except to vote for Associate Board Members, who shall be granted board voting privileges.

ARTICLE 3. BOARD OF DIRECTORS

3.1. General Powers

The affairs of the corporation shall be managed by a Board of Directors.

3.2. Number

The Board shall consist of not less than five (5) nor more than twenty (20) Directors, the specific number to be set by resolution of the Board at the annual meeting of the Board.  The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.

3.3. Qualifications

Directors shall be members of the corporation.  Directors may have such other qualifications as the Board may prescribe by amendment to these Bylaws.  There may be not less than one (1), and no more than five (5) Associate Board Members.  The number to be set each year will be set by resolution of the Board at the annual meeting of the Board.

3.4. Election of Directors

3.4.1. Initial Directors

The initial Directors named in the Articles of Incorporation shall serve until the first annual meeting of members.

3.4.2. Successor Directors

Successor Directors shall be elected each year at the annual meeting of members.  The election of Directors may be conducted by mail in such manner as the Board of Directors shall determine.

3.5. Term of Office

Unless a Director dies, resigns or is removed, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected, whichever is later.

3.6. Chairman of the Board

During the annual meeting of the Board, the Directors shall elect one (1) person to serve as Chairman of the Board.  The Chairman of the Board shall have no voting powers greater than those of the other Board members, however, the Chairman shall have any administrative authority provided in these Bylaws.

3.7. Annual Meeting

The annual meeting of the Board shall be held without notice immediately following and at the same place as the annual meeting of members for the purposes of electing officers and transacting such business as may properly come before the meeting.

3.8. Regular Meetings

By resolution, the Board may specify the date, time and place for the holding of regular meetings without other notice than such resolution.

3.9. Special Meetings

Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President or any two (2) Directors, or, in the case of a committee meeting, by the chairman of the committee.  The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them.

3.10. Meetings by Telephone

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.  However, this paragraph shall only apply to the first Board member who contacts the Chairperson of the Board at least twenty-four (24) hours day prior to such meeting to schedule attendance by telephone.  Notwithstanding any other provision in this paragraph, if sufficient equipment is not available at the designated meeting place, then no person may be permitted to participate in the meeting via telephone.

3.11. Place of Meetings

All meetings shall be held at the principal office of the corporation or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Directors.

3.12. Notice of Special Meetings

Notice of special Board or committee meetings shall be given to a Director in writing or by personal communication with the Director not less than fourteen (14) days before the meeting.  Notices in writing may be delivered or mailed to the Director at his or her address shown on the records of the corporation or sent via electronic mail as provided in paragraph 2.7 above.  Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting.  If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid.

3.13. Waiver of Notice

3.13.1. In Writing

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.

3.13.2. By Attendance

The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3.14. Quorum

Twenty-Five Percent (25%) (but not less than two (2)) of the number of Directors fixed by or in the manner provided by these Bylaws shall constitute a quorum for the transaction of business at any Board meeting.  If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.  Notwithstanding the foregoing Fifty Percent (50%) of the number of Directors fixed by or in the manner provided by these Bylaws shall constitute a quorum for the purpose of changing the number of Directors under section.

3.15. Manner of Acting

The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.

3.16. Presumption of Assent

A Director of the corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting immediately upon their arrival at the meeting or within five (5) minutes of the start of such meeting.  Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

3.17. Action by Board Without a Meeting

Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors.  Such written consents may be signed in two (2) or more counterparts, including a print-out copy of an electronic mail message from such Director entitled to act at such meeting, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document.  Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting, and electronic mail consents shall be kept in the corporate records as set forth in paragraph 2.7 above.  Any signed counterpart is effective if it is signed at or before the next scheduled meeting of the Board.

3.18. Resignation

Any Director may resign at any time by delivering written notice to the President or the Secretary at the registered office of the corporation, or by giving oral or written notice at any meeting of the Directors.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.19. Removal

At a meeting of members called expressly for that purpose, one (1) or more Directors (including the entire Board) may be removed from office, with or without cause, by two-thirds (2/3) of the votes cast by members then entitled to vote on the election of Directors represented in person or by proxy at a meeting of members at which a quorum is present.

3.20. Vacancies

A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board.  A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.

3.21. Board Committees

3.21.1. Standing or Temporary Committees

The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of one (1) or more Directors.  Such committees shall have and exercise the authority of the Directors in the management of the corporation, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to:
(a) amend, alter or repeal these Bylaws;
(b) elect, appoint or remove any member of any other committee or any Director or officer of the corporation;
(c) amend the Articles of Incorporation;
(d) adopt a plan of merger or consolidation with another corporation;
(e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business;
(f) authorize the voluntary dissolution of the corporation or revoke proceedings therefor;
(g) adopt a plan for the distribution of the assets of the corporation; or
(h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee.
The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law.

3.21.2. Quorum; Manner of Acting

A majority of the number of Directors composing any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

3.21.3. Resignation

Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.21.4. Removal of Committee Member

The Board, by resolution adopted by a majority of the Directors in office, may remove from office any member of any committee elected or appointed by it.

3.22. Compensation

The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the corporation.

ARTICLE 4. OFFICERS

4.1. Number and Qualifications

The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board, and must be full members in good standing.  Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board.  Any officer may be assigned by the Board any additional title that the Board deems appropriate.  Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

4.2. Election and Term of Office

The officers of the corporation shall be elected each year by the Board at the annual meeting of the Board.  Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected.

4.3. Resignation

Any officer may resign at any time by delivering written notice to the President, a Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.4. Removal

Any officer or agent elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Removal under this paragraph requires a vote of two-thirds (2/3) or greater.

4.5. Vacancies

A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.

4.6. President

The President shall be the chief executive officer of the corporation, and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the corporation.  The President shall preside over meetings of the members and the Board.  The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner.  In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time.

4.7. Vice President

In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President whose name first appears in the Board resolution electing officers) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President.  Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments.  Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or the Board.

4.8. Secretary

The Secretary shall: (a) keep the minutes of meetings of the members and the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the corporation; (d) keep records of the post office and electronic mail addresses and class, if applicable, of each member and Director and of the name and post office and electronic mail addresses of each officer; (e) sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.

4.9. Treasurer

If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board may determine.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board.

4.10. Salaries

The salaries of the officers and agents shall be as fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority.  No officer shall be prevented from receiving a salary by reason of the fact that he or she is a Director of the corporation.  However, this paragraph does not require that any officer shall be paid any salary and any salary paid shall not be a disbursement of income or otherwise violate RCW 24.03.030 or similar provision of the Internal Revenue Code of 1986 (“the Code”) as amended.

ARTICLE 5. ADMINISTRATIVE PROVISIONS

5.1. Books and Records

The corporation shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its members and Board, and any minutes which may be maintained by committees of the Board; records of the name, post office address, electronic mail address and class, if applicable, of each member and Director, and of the name and post office and electronic mail address of each officer; and such other records as may be necessary or advisable.  All books and records of the corporation shall be open at any reasonable time to inspection by any member of (3) three months standing or to a representative of more than (5) five percent of the membership.

5.2. Accounting Year

The accounting year of the corporation shall be the (12) twelve months ending on December 31.

5.3. Rules of Procedure

The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.

5.4. Electronic Mail Addresses and Notice

Any notice required to be sent under these Bylaws shall be sent via electronic mail unless the party entitled to notice requests notice via official government mail or is provided with written notice that is personally delivered to such party.  In the event a party entitled to notice requests such notice via official government mail, such request shall continue until revoked or such party is personally served with written notice.

ARTICLE 6. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the number of Directors fixed by or in the manner provided by these Bylaws. The foregoing Bylaws were amended and adopted by the Board of Directors and are effective on June 7, 1999.

Alistair Hirst, Secretary