Section 1.01. Principal Office.

The principal office of the Corporation shall be located in the State of South Dakota. The Board of Directors may change the address of the principal office. The Corporation may have such other offices, either within or without the State of South Dakota, as the Board of Directors may designate or as the business of the Corporation may require.

Section 1.02. Address.

The Corporation shall maintain a registered agent in the State of South Dakota whose address may be, but need not be, identical with the principal office of the Corporation. The identity and address of the registered agent may be changed by resolution of the Board of Directors and filing of a statement with the South Dakota Secretary of State, pursuant to the provisions of the South Dakota Statutes.

ARTICLE II

MEMBERS

Section 2.01. Members and Meetings.

The Articles of Incorporation of this corporation provide that the members of the Board of Directors of this corporation shall be the only members of this corporation and that such persons shall have voting rights only as directors and shall have no voting rights as members. Accordingly, there shall be no meetings of the members of this corporation.

Section 2.02. Property Rights.

No member shall have any right, title, or interest in or to any property of this corporation.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01 General Powers.

Its Board of Directors shall manage the business and affairs of the Corporation.

Section 3.02 Number, Tenure, and Qualifications.

The number of directors of the Corporation shall be determined by the Board of Directors, within a minimum of 9 and a maximum of 15, and shall be an odd number. Each director shall hold office for a term of 3 years or such shorter term as may be specifically provided at the time of his or her election and until his or her successor has been duly elected and qualified. One-third of the Board of Directors will be elected each year. Each director shall be an adult of 21 years or older.

Section 3.03. Place of the Meetings.

The Board of Directors may hold its meetings at such place or places, within or without the State of South Dakota. If no designation of place is made, the place of meeting shall be the principal office of the Corporation in the State of South Dakota.

Section 3.04. Annual Meeting.

The annual meeting of the Board of Directors shall be held each year for the purpose of electing the directors and officers of this corporation and for the transaction of such other business as shall come before the meeting. This meeting will be held in August of each year. Notice of such meeting shall be given as provided in Section 3.06 hereof for special meetings of the Board of Directors.

Section 3.05. Special Meetings.

Special meetings of the Board of Directors, for any purpose or purposes, unless otherwise prescribed by statute, may be called by or at the request of the President or any two directors. The person or persons calling the special meetings of the Board of Directors may fix the time and place of the meeting according to Section 3.03.

Section 3.06. Notice.

Notice of any special meeting shall be given at least five days previously thereto be written stating the place, day and hour of the meeting and delivered personally or mailed to each director at his or her address, or sent by electronic facsimile transmission (FAX), or by electronic mail (e-mail) if the director has a means of receiving such transmission. If mailed, such notice shall be deemed delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by FAX or e-mail, such notice shall be deemed delivered when the FAX or e-mail is completed. Any director may waive notice of any meeting. 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. Except when required by statute, neither the business to be transacted, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting.

Section 3.07. Quorum.

One half of the number of directors fixed pursuant to section 3.02 hereof shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting without further notice. At such reconvened adjourned

meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The directors present at a duly organized meeting may continue to

transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum. 

Section 3.08. Voting. 

At each meeting of the directors, each director may vote in person or appoint another director in writing to act as his or her proxy at any specified meeting of the directors. Such proxy shall be

filed with the secretary of the meeting at or before the meeting. Each director shall have one vote on any matter on which directors have the right to vote. Directors may vote by voice, by ballot, or by mail in the event the notice of meeting or voting shall state each issue to be voted on by mail, and is accompanied by a written form of ballot covering each issue on which a mail vote is to be had. Except as otherwise provided by law, the Articles of

Incorporation, or these bylaws, all elections and questions shall be decided by a majority vote of the directors represented at any meeting at which a quorum is present. Section 

3.09. Action. 

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 

Section 3.10. Resignation. 

Any director may resign at any time by giving written notice to the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, and unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.11. Removal. 

Any director may be removed, either with or without cause, at any time, by a vote of 2/3 of the directors, and voting at a special meeting called for that purpose.

Section 3.12. Vacancies. 

Any vacancy in the Board of Directors caused by death, resignation, removal, or increase in the number of directors or any other cause, shall be filled by a vote of the remaining directors (though

less than a quorum), and each director so chosen shall hold office until the next annual election and until his or her successor shall be duly elected and qualified, unless sooner displaced.

Section 3.13. Compensation. 

Members of the Board of Directors shall serve their term without monetary compensation.

Section 3.14. Assent. 

A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or

her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof.

Section 3.15. Informal Action by Directors. 

Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a

meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.16. Participation. 

Members of the Board of Directors are expected to actively participate on committees and attend meetings of the committees and the board.

ARTICLE IV

OFFICERS

Section 4.01. Number. 

The officers of the Corporation shall be a President, a Vice President-President Elect, immediate Past President, a Secretary, and a Treasurer.

Section 4.02 Elections and Term of Office.

 The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the annual meeting in August. If the election

of the officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his or her successor shall have been duly elected and shall have

qualified, or until his or her death, or until he or she shall resign or shall have been removed in the manner according to section 3.11. 

Section 4.03. Resignation. 

An officer may resign at any time by giving written notice of his or her resignation to the President of the Corporation. Any such resignation shall take effect at the time specified therein, and

unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.04. Removal. 

An officer or agent elected or appointed by the Board of Directors may be removed, either with or without cause, at any time, by a vote of a majority of the total number of directors, but such removal

shall be without prejudice to the contract rights, if any, of the person so moved.

Section 4.05. Vacancies. 

A vacancy in any office may be filled by a vote of the Board of Directors, and each officer so elected shall hold office for the remainder of the term of his or her predecessor in office.

Section 4.06. President. 

The President shall preside at all meetings of the Corporation and of the Board of Directors, at which he or she may be present, and shall perform such other duties as may be prescribed by the

Bylaws or assigned to him or her by the Corporation or by the Board of Directors, including but not limited to acting in all capacities as the chief executive officer of the Corporation, and appointing and discharging chair

persons and member of the special and standing committees. The President shall generally coordinate the work of the officers and committees of the Corporation in order that the purposes of the Corporation may be promoted.

The President may sign, attested to by the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed.

Section 4.07. Vice President. 

In the absence of the President, the Vice President shall perform the duties of the President, and, when so acting, shall have all the powers of the President. The Vice President shall perform such other duties as may be prescribed by the Board of Directors.

Section 4.08. Secretary. 

The Secretary shall: (a) keep the minutes of the directors' and executive committee meetings; (b) see that all required notices are duly given; (c) be custodian of the corporate records; (d) keep a register of the names and addresses of all members of the corporation; and (e) perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors.

Section 4.09. Treasurer.

The Treasurer shall: (a) in general, perform all of the duties incident to the office of Treasurer and such other duties as may be assigned by the President or by the Board of Directors; (b) have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) when required by the Board of Directors or the Executive Committee, render a statement of his or her cash account, regularly enter in the books of the Corporation, to be kept by or at the direction of the Treasurer, a full or accurate account of all monies received and paid on account of the Corporation, and shall at all reasonable times, exhibit the books and accounts to any director of the Corporation. The Treasurer shall

present a financial statement at every meeting of the Corporation.

Section 4.10. Other Officers, Agents and Employees. 

The Corporation may have such other officers, agents and the Board of Directors may deem employees as necessary. Such other officers, agents and employees shall be appointed in such manner, have such powers and duties, and hold their offices for such terms as may be determined by resolution of the Board of Directors.

Section 4.11. Salaries. 

The salaries, if any, of the officers shall be fixed by the Board of Directors, and no officer shall be prevented from

receiving such salary, by reason of the fact that he or she is also a director of the Corporation.

Section 4.12. Bond. 

The Board of Directors of the Corporation shall determine which, if any, officers of the Corporation shall be bonded, and the amount of the bond.

ARTICLE V

COMMITTEES

Section 5.01. Standing Committees. 

There shall be standing committees to deal with the following subjects:

A. Bylaws and Policy & Procedure

B. Fundraising

C. Publicity

D. Facilities and Auditing

E. Personnel

F. Newsletter

G. Nominating (for the Board of Directors and executive positions)

H. Public School Liaison

I. Youth Symphony Representative

J. Sr. Phil Representative

K. Jr. Phil. Representative 

And additional committees may be created or deleted by the Board of Directors as needed. The chairman of each committee shall be a member of the Board of Directors, but additional members need not be.

Section 5.02. Special Committees.

Special Committees may be created by the President of Directors. The Chairman of such special committee shall be a member of the Board, but additional members need not be.

Section 5.03. Executive Committee.

 The Board of Directors may delegate its power and duties to an executive committee consisting of the officers of

the Corporation. Such delegation shall be accomplished by resolution adopted by a majority vote of a quorum of the Board of Directors and which resolution shall be contained in the minutes of the meeting of the Board of Directors. The Executive Committee, in an emergency, shall have all of powers of the Board between meetings. Meetings may be cancelled by the Chairman or by any two (2) members of the committee and three (3) members shall constitute a quorum.

Section 5.04. Nominating Committee:

A. Membership: A nominating committee of three (3) members of the Board shall be selected by the Board of Directors. Their purpose will be to nominate individuals for President, Vice President, Executive Secretary and

Treasurer each year.

B. Duties: The nominating committee shall screen and consider the qualification of potential candidates for the position as officers of Sioux Empire Youth Symphony.

ARTICLE VI

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 6.01. Contracts. 

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute

and deliver, any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 6.02. Loan. 

No loans shall be contracted on behalf of the Corporation, and evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 6.03. Checks, Drafts, Etc. 

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in

the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined by resolution of the Board of Directors.

Section 6.04. Deposits. 

All funds of the Corporation, not otherwise employed, shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories, as the Board of Directors may select.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of August and end on the thirty-first day of July, next succeeding.

ARTICLE VIII

INDEMNIFICATION

The Corporation shall indemnify a person made, or threatened to be made, a party to a proceeding by reason of the former, or present, official capacity of the person with the Corporation, in accordance with, and to the fullest

extent provided by, the provisions of South Dakota Statutes.

ARTICLE IX

BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep same at the principal office of the Corporation. Any member, or his or her agent or attorney may inspect all books and records of the Corporation, for any proper purpose, at any reasonable time. Non-board member may inspect the corporation's books and records only upon authorization by the Board.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation, or under the provisions of the South Dakota

Nonprofit Corporation Act, 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.

ARTICLE XI

AMENDMENT

Section 11.01. Altering Bylaws. 

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by the affirmative vote of a

two-thirds majority of the Directors, entitled to vote on the proposed amendment or amendments, at any regular or special meeting of the Board of Directors, as provided by law. Notice of the meeting of members of the Board

of Directors, and of the proposed amendment or amendments, shall be given as provided in Section 3.06, for special meetings of the Board of Directors.

Section 11.02. Implied Amendments.

Any action taken or authorized by the Board of Directors, which would be inconsistent with the Bylaws then in

effect, but is taken or authorized by affirmative vote of not less than the number of directors required to amend the Bylaws, so that the Bylaws would be consistent with such action, shall be given the same effect as though the

Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized. The Directors of the Sioux Empire Youth Symphonies, at its meeting held on

__________________________, duly adopted these Bylaws.

_____________________

Secretary

_____________________

President