AMENDED AND RESTATED BYLAWS

OF FRIENDS OF MUSIC, INC.

These Amended and Restated Bylaws of the Friends of Music, Inc. (the “Corporation”) are effective as of May 12, 2015, and supersede and replace all prior bylaws of the Corporation.

ARTICLE I – MISSION AND PURPOSES

Section 1: Mission. The mission of the Friends of Music is to promote musical excellence by enriching our community through the presentation of outstanding musical performances and opportunities for music education.

Section 2: Purposes. The purposes and objects if the Corporation are those stated in Article 3 of its Articles of Incorporation which are recorded in the office of the Secretary of State of the State of West Virginia.

ARTICLE II – OFFICES

Section 1: Principal Office. The principal office of the Corporation shall be located in the State of West Virginia at the administrative office of Trinity Episcopal Church, West German Street, Shepherdstown, West Virginia, with a mailing address of P.O. Box 220, Shepherdstown, WV 25443-0220. The location of the principal office may be changed by vote of the Corporation’s board of directors.

Section 2: Additional Offices. The Corporation may have such other offices, either within or without the state of West Virginia, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

Section 3: Registered Office. The Corporation shall have and continuously maintain in the state West Virginia a registered office, and a registered agent whose office is identical with such registered office, as required by the West Virginia Nonprofit Corporation Act. The registered office may be, but need not be, identical with the Corporation’s principal office. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE III – MEMBERSHIP

Section 1: Members. Those persons and organizations who by their contributions, gifts and support demonstrate a continuing interest in the success of the Corporation shall be members of the Corporation and shall be entitled to vote in person, or by proxy, at any regular or special meeting of its membership.

Section 2: Annual Meeting. An annual meeting of the membership shall be held each year. At least ten (10) days’ notice of each Annual or Special Meeting of the membership shall be given in writing to all members at their last known postal or e-mail address.

Section 3: Conduct of Annual Meeting. The first order of business at the annual meeting shall be a reading of the minutes of the last annual meeting and of any intervening special meetings. The next order of business shall be the submission of the Corporation’s Financial Statements. The third order of business shall be the reports of the President and other officers of the Corporation. The next order of business shall be the election of Directors.

ARTICLE IV – BOARD OF DIRECTORS

Section I: Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by statute or by the Articles of Incorporation or these Bylaws.

Section 2: Number: Election. The Board of Directors which shall consist of not more than twenty-seven (27) persons who shall hold office for a term of one (1) year. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. The Directors shall be elected at each annual meeting of the Members by the affirmative vote of a majority of the Members in attendance at the meeting.

Section 3: Vacancies. Any vacancy occurring on the Board of Directors (including a vacancy resulting from an increase in the number of Directors or any vacancy existing because the Board of Directors has fewer than the maximum number of Directors permitted by Section 1) may be filled by the affirmative vote of a majority of the then-members of the Board of Directors at any time. Vacancies resulting from the resignation, removal or other early termination of a Director’s term may be made by majority vote of the remaining Directors, although less than a quorum. Each Director so elected shall hold office until the expiration of the term of the Director that he or she replaces (and thereafter until his/her successor is elected and qualified) or until his/her earlier resignation or removal.

Section 4: Annual Meeting. The meeting of the Board of Directors shall be held at the conclusion of the Annual Meeting of the membership. The Directors shall organize by electing officers specified in Section V. Other officers need not be Directors.

Section 5: Regular Meetings. The Board of Directors may conduct regular meetings at such times and places and for such purposes as the Board of Directors may elect. Without limiting other means of conducting regular meetings, and without requiring notice of date, time, place or purpose not otherwise required by applicable law, the Directors may at each regular meeting agree on the date, time and place of the next regular meeting.

Section 6: Special Meetings. Special meetings of the Board of Directors may be called by the President upon not less than two (2) days’ notice to each director of the date, time and place of such meeting, except as provided in Article IV, Section 10 hereof with respect to telephone meetings, and a special meeting shall be called by the Secretary on like notice upon the written request of two-fifths of the number of Directors then in office. Such meeting shall be held on such date and at such time and place as shall be designated in the notice of the meeting by the person or persons calling the meeting.

Section 7: Notice; Waiver of Notice. Whenever any notice of a meeting of the Board of Directors is required to be given under provisions of the Articles of Incorporation or these Bylaws, (a) such notice shall be given either personally, by telephone, by mail, by e-mail or by telegram, addressed to the director at his or her address as it appears on the records of the Corporation and, unless otherwise provided in these Bylaws, at least five days before the date designated for such meeting, or (b) a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Notice shall be deemed given at the time when the same is personally delivered, deposited in the United States mail, with postage thereon prepaid, or delivered by email to those Directors that have an email address. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Presence at any meeting without objection also shall constitute waiver of any required notice. Any Director may waive notice of any meeting by a written instrument that is signed by the Director and filed among the records of the Corporation.

Section 8: Quorum and Vote at Meetings. At any meeting of the Board of Directors, five Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of all business. A majority of the votes cast at a meeting of the Board of Directors, duly held and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute, the Articles of Incorporation, or these Bylaws. If, at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall be present. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 9: Action without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth such action, is signed by all of the Directors, and such written consent is filed with the minutes of proceedings of the Board. Such consent shall have the same force and effect as a unanimous vote at a duly held meeting.

Section 10: Telephone Meetings. Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting. The Corporation shall not be required to permit attendance by telephone, but may make this means of attendance available to members of the Board.

Section 11: Resignation and Removal of Directors. Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective. A Director may be removed for cause, at any meeting of the Board of Directors duly called and at which a quorum is present, by a three-fourths vote of the remaining Directors acting at a duly called meeting.

Section 12: Compensation. Directors and members of any committee of the Board of Directors shall not be entitled to compensation for their services as Directors or committee members.

ARTICLE V – OFFICERS

Section 1: Number of Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, and any other officers deemed necessary for purposes of further promotion, management, or monitoring the Corporation’s activities.

Section 2: President. The President shall preside at all meetings of the membership and the Board of Directors, and shall perform such other duties as customarily pertain to the office of President and those directed by the Board of Directors.

Section 3: Vice President. The Vice President shall have and exercise all the powers, duties and authority of the President during the President’s absence or inability to act. He/she shall also serve as an assistant to the President and shall perform such other duties as may be directed by the Board of Directors.

Section 4: Secretary. The Secretary shall prepare and keep the minutes of all meetings of the membership and of the Board of Directors, and shall give, or cause to be given, proper notice of all meetings of the membership and of the Board of Directors.

Section 5: Treasurer. The Treasurer shall collect, receipt for and have custody of all funds of the Corporation; shall keep full and accurate records of all receipts and disbursements; shall deposit all monies, other assets and property in the name of or to the credit of the Corporation in such depositories as may be designated by the Board of Directors; shall disburse, or cause to be disbursed, the funds of the Corporations ordered by the Board, taking proper vouchers for such disbursements; and shall render an account of all transactions. The Treasurer may delegate certain of his or her tasks to a qualified professional as approved by the Board of Directors.

ARTICLE VI – COMMITTEES

The Board of Directors may establish such committees as are necessary or advisable, and may appoint ad hoc committees for such purposes as it deems appropriate. The President shall be an ex officio member of all committees.

ARTICLE VII – ADDITIONAL PROVISIONS

Section 1: Agents and Representatives. The Board may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board may see fit, so far as may be consistent with these Bylaws, to the extent authorized or permitted by law, such authorization to be evidenced by a written copy of a resolution of the Board signed by the President.

Section 2: Contracts. The Board, except as these bylaws otherwise provide, may authorize any officer or agent 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 a specific instance and, unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable peculiarly for any purpose or to any amount. Contracts may be signed with officers or members of the Board provided that (a) any contract, transaction, or act on behalf of the Corporation in a matter in which any officer or Director is personally interested as shareholders, directors, or otherwise shall be at arm’s length and shall not violate the proscriptions in the Articles of Incorporation and (b) the interested officer or Director must disclose such interest to the Board in advance and must abstain from voting on the contract, transaction or act; and provided further that no contract transaction or act shall be entered into or taken if such contract, transaction, or act is a prohibited transaction or would result in taxation or in the denial of the tax exemption under applicable provisions of the Internal Revenue Code and the regulations related thereto, as such Sections and regulations now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with the Board of Directors or officers be obligated to inquire into the authority of the Board of Directors and officers to enter into and consummate any contract, transaction, or other action.

Section 3: Checks, Deposits and Funds. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the President or the Treasurer of the Corporation. Checks in the amount of $500 or more shall be signed by the Treasurer and one of such other persons as may be appointed from time to time by the Board.

Section 4: Deposits and Accounts. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, mutual funds or other depositories or accounts as the Board of Directors may select. The funds of the Corporation shall be raised, deposited, accounted for and expended from time to time in accordance with the approved budgets of the Corporation.

Section 5: Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or demise for the general purposes or for any special purpose of the Corporation.

Section 6: Books and Records. The Corporation shall keep correct and complete books and records of account and shall maintain as permanent records minutes of all meetings of its Board of Directors and of all actions taken without a meeting and a record of all actions taken by committees. The Corporation shall keep at its principal office a current copy of its articles of Incorporation and Bylaws (and all amendment or restatements of them), all resolutions adopted by the Board of Directors, a current list of the Directors of the Corporation and, for the prior period of three years, all minutes of meetings, all material communications with Directors, and all financial statements of the Corporation. All such records shall be available for review and copying by any Director in compliance with the provisions of the West Virginia Nonprofit Corporation Act. Other parties shall have access to such records only to the extent required by law or as agreed in writing by the Board of Directors, except that the list of Directors and copies of the Corporation’s Articles of Incorporation (and amendments thereto) shall be available for review and copying by any person doing business with the Corporation.

Section 7: Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and the regulations applicable thereto, as they now exist or as they may hereafter be amended.

Section 8. Fiscal Year. The fiscal year of the Corporation shall be from July 1 through the succeeding year June 30.

Section 9. Corporate Seal. The Corporation Seal shall be maintained by the Secretary.

ARTICLE VIII- AMENDMENTS

These Bylaws may be amended by a majority of the Directors acting at a meeting in which a quorum exists. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

Certificate

I hereby certify that the foregoing Amended and Restated By-Laws were duly adopted by the Directors of the Corporation on May 12, 2015.

Secretary

Friends of Music, Inc.