AFSOA BYLAWS

BYLAWS OF

THE AIR FORCE SPACE OPERATIONS ASSOCIATION

A California Nonprofit Public Benefit Corporation

Article 1. Offices

SECTION 1. Principal Office

The principal office of the Corporation shall be located in
the state of California at a place designated by the Board of
Directors. The Board of Directors may, from time to time, change
the location of the principal office within the state of
California, in which event the Secretary of the Corporation shall
promptly notify the Secretary of State of California of such
change in accordance with law and shall cause the membership to
be promptly notified of the change.

SECTION 2. DESIGNATED AGENT

The Designated Agent of the Corporation is

Keith R. Smith, Jr.
5733 Green Meadow Drive
Agoura Hills, CA 91301

The Board of Directors may, from time to time, change the
Designated Agent within the state of California, in which event
the Secretary of the Corporation shall promptly notify the
Secretary of State of California of such change in accordance
with law and shall cause the membership to be promptly notified
of the change.

SECTION 3. Other Offices

The corporation may also have offices at such other places,
within or without the State of California, where it is qualified
to do business, as its business may require and as the Board of
Directors may, from time to time, designate.

Article 2. Purposes

SECTION 1. Objectives and Purposes

The primary objectives and purposes of the Air Force Space
Operations Association ("corporation", "AFSOA", or "The
Association") shall be:

1. To promote and encourage professionalism in the
Air Force Space Control and Launch organizations;

2. To preserve the history and heritage of the military
space operation profession;

3. To preserve the friendships of former comrades in arms.

ARTICLE 3. Members

SECTION 1. Determination and Rights of Members

The corporation shall have four classes of members, Regular
Members, Associate Members, Corporate Members and Family members
as defined in Section 2. No member shall hold more than one
membership in the corporation. Except as expressly provided in
or authorized by the Articles of Incorporation or Bylaws of this
corporation, all memberships shall have the same rights,
privileges, restrictions and conditions.

SECTION 2. Qualification of Members

All persons having served in any military or civil U. S.
space control, launch facility or any organization supporting
same and interested in the objectives and purposes of the
Association shall be eligible for Regular membership.
Any person interested in the objectives of the Association
shall be eligible for Associate membership.
Any industrial or business organization interested in the
objectives of the Association shall be eligible for Corporate
membership.
Spouses of a Regular or an Associate member in good standing
may become a Family Member by making application and without the
payment of dues or fees.
Regular and Associate Members in good standing have full
privileges of membership.
Any Regular or Associate member whose dues are paid
currently and whose membership has not otherwise been revoked is
a member in good standing and is entitled to hold office and
vote.
Family membership continues as long as the sponsoring spouse
is a member in good standing. Upon the spouse's membership being
terminated for any reason, the Family Member may continue as a
member in good standing by applying for Associate membership.
The Board of Directors may designate that any Regular or
Associate Member enrolling before a specified date will be a
"Founding" Member. This is an honorary title and carries no
special benefit or privilege.
Any Regular, Associate or Corporate member who fails to pay
annual dues will be deemed delinquent after ninety (90) days. A
member delinquent in dues shall be carried on the roster as
delinquent for one (1) year, at the end of this period the member
shall be dropped from the active roster. At any time within the
year the member is carried as delinquent, the member may be
reinstated to member in good standing by the payment of back
dues. Once the member is dropped from the active roster the
member can only become a member by re-application and payment of
dues and fees established by the Board. Members terminated for
cause are not eligible for reinstatement unless the Board rules
to permit such action. In order to be eligible to receive
notices of meetings and ballots, a delinquent member must have
paid dues not later than fifteen (15) days prior to the date that
meeting notices and ballots are mailed.
Corporate and Family members shall not have voting
privileges and shall not be included in computing the quorum for
meetings.

SECTION 3. Admission of Members

The membership of the Association shall consist of those
persons who have been received into membership upon making
written application therefor and who have paid fees and dues,
where applicable for the current year as established from time to
time by the Board of Directors in accordance with the following
sections of these Bylaws.

SECTION 4. Fees, Dues and Assessments

(a) A fee shall be charged for making application for
membership in the corporation in such amount as may be specified
from time to time by resolution of the Board of Directors charged
for, and payable with, the application for membership.

(b) The annual dues payable to the corporation by members
shall be in such amount as may be determined from time to time by
resolution of the Board of Directors.

(c) Memberships shall be non-assessable.

SECTION 5. Number of Members

There is no limit on the number of members the corporation
may admit.

SECTION 6. Membership Roster

The corporation shall keep a membership roster containing
the name and address of each member. Termination of the
membership of any member shall be recorded in the roster,
together with the date of termination of such membership. Such
roster or true copy thereof shall be kept at the corporation's
principal office and shall be available for inspection by any
Director or member of the corporation during regular business
hours.

The roster of names and addresses of the members of this
corporation shall constitute the membership list of this
corporation and shall not be used, in whole or part, by any
person for any purpose not reasonably related to a member's
interest as a member.

SECTION 7. Nonliability of Members

A member of this corporation is not, as such, personally
liable for the debts, liabilities, or obligations of the
corporation.

SECTION 8. Nontransferability of Memberships

No member may transfer for value a membership or any right
arising therefrom. All rights of membership cease upon the
member's death.

SECTION 9. Termination of Membership

(a) Grounds for Termination The membership of a member
shall terminate upon the occurrence of any of the following
events:

(1) Upon a member's written notice of termination
delivered to the President or Secretary of the corporation
personally or by mail, such membership to shall terminate upon
the date of delivery of the notice or date of the postmark if
mailed. Acceptance need not be given of a member's notice of
termination.

(2) Upon a determination by the Board that the member
has engaged in conduct materially and seriously prejudicial to
the interests or purposes of the corporation. Specifically
included in such conduct is any activity which could be construed
to be lobbying as a representative of the corporation.

(3) Upon a member's failure to renew a membership by
paying dues on or before their due date, such termination to be
effective ninety (90) days after the date the dues are payable.
Termination is automatic and no notice need be given to such
member. A member may avoid such termination by paying the amount
of delinquent dues within a ninety-day (90) period following the
date the member's dues are payable.

(b) Procedure for Expulsion

(1) Following the determination that a member should be
terminated under sub-paragraph (a)(2) of this section, if
reasonably practical prior to consideration and vote on the
issue, the member will be given written notice of the matter and
a period of not more than thirty (30) days in which to submit to
the Board written materials in his behalf, if any. A personal
appearance before the Board will not be permitted. If mailed,
notice to the member shall be deemed to be delivered when
deposited in the Unites States mail, addressed to the Member at
his address as it appears in the Membership Roster of the
Corporation, with postage thereon prepaid.

(2) The Board shall consider such written materials, if
any, as may be submitted, and determine by majority vote whether
the Member shall be terminated. The Member shall be given
written notice of the Board's decision.

(3) The Board's decision is final.

SECTION 10. Rights on Termination of Membership

(a) All rights of a member in the corporation shall cease
on termination of membership as provided herein.

(b) Persons terminated shall not be refunded any dues or
fees paid to the corporation, but any other monies owed to, or
properties of, that former member held by the corporation shall
be expeditiously paid or returned.

SECTION 11. Amendments Resulting in the Termination of Membership

Notwithstanding any other provision of these Bylaws, if any
amendment of the Articles of Incorporation or of the Bylaws of
this corporation would result in the termination of all
memberships or any class of memberships, then such amendment or
amendments shall be effected only in accordance with the
provisions of Section 5342 of the California Nonprofit Public
Benefit Corporation Law.

ARTICLE 4. Meetings Of Members

SECTION 1. Place of Meetings

Meetings of members shall be held at such place or places
within or without the State of California as may be designated
from time to time by the Board of Directors.

SECTION 2. General Meetings of the Membership

The general membership shall meet as may be designated from
time to time by the Board of Directors or at special meetings as
called per Section 3.

SECTION 3. Special Meetings of the Membership

(a) Persons Who May Call Special Meetings of the Membership
Special meetings of the membership shall be called by the Board
of Directors or the President of the corporation. In addition,
special meetings of the membership for any lawful purpose may be
called by five (5) percent or more of the voting members.

SECTION 4. Notice of Meetings

(a) Time of Notice Whenever members are required or
permitted to take action at a meeting, a written notice of the
meeting shall be given by the Secretary of the corporation not
less than ten (10) nor more than ninety (90) days before the date
of the meeting to each member who, on the record date for the
notice of the meeting, is entitled to vote thereat; provided,
however, that if notice is given by mail, and the notice is not
mailed first-class, registered, or certified mail, that notice
shall be given not less than twenty (20) days before the meeting.

(b) Manner of Giving Notice of a members' meeting or any
report shall be given either personally or by mail or other means
of written communication, addressed to the member at the address
of such member appearing on the books of the corporation or given
by the member to the corporation for the purpose of notice; or if
no address appears or is given, at the place where the principal
office of the corporation is located or by publication of notice
of the meeting at least once in a newspaper of general
circulation in the county in which the principal office is
located. Notices contained in corporation newsletters or
magazines will be considered meeting the requirements for
mailing, provided that they are mailed within the time
requirements specified by sub-paragraph (a) of this section.
Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram
or other means of written communication.

(c) Contents of Notice Notice of a membership meeting shall
state the place, date, and time of the meeting and (1) in the
case of a special meeting, the general nature of the business to
be transacted, and no other business may be transacted, or (2) in
the case of a regular meeting, those matters which the Board, at
the time of the notice is given, intends to present for action by
the members. Subject to any provision to the contrary contained
in these Bylaws, however, any proper matter may be presented at a
regular meeting for such action. The notice of any meeting of
members at which Directors are to be elected shall include the
names of all those who are nominated at the time notice is given
to members.

(d) Notice of Meetings Called by Members If a special
meeting is called by members as authorized by these Bylaws, the
request for the meeting shall be submitted in writing, specifying
the general nature of the business proposed to be transacted and
shall be delivered personally or sent by registered mail or by
telegraph to the President, Vice President or Secretary of the
corporation. The officer receiving the request shall promptly
cause notice to be given to the members entitled to vote that a
meeting will be held, stating the date of the meeting. The date
for such meeting shall be fixed by the Board and shall not be
less than thirty-five (35) nor more than ninety (90) days after
the receipt of the request for the meeting by the officer. If
the notice is not given within twenty (20) days after the receipt
of the request, persons calling the meeting may give the notice
themselves.

(e) Waiver of Notice of Meetings The transactions of any
meeting of members, however called and noticed, and wherever
held, shall be as valid as though taken at a meeting duly held
after regular call and notice, if a quorum is present either in
person or by proxy, and if, either before or after the meeting,
each of the persons entitled to vote, not present in person or
proxy, signs a written waiver of notice or a consent to the
holding of the meeting or approval of the minutes thereof. All
such waivers, consents and approvals shall be filed with the
corporate records or made part of the minutes of the meeting.
Waiver of notices or consents need not specify either the
business to be transacted or the purpose of any regular or
special meeting of members, except that if action is taken or
proposed to be taken for approval of any of the matters specified
in sub-paragraph (f) of this section, the waiver of notice or
consent shall state the general nature of the proposal.

(f) Special Notice Rule for Approving Certain Proposals If
action is proposed to be taken or is taken with respect to the
following proposals, such action shall be invalid unless
unanimously approved by those entitled to vote or unless the
general nature of the proposal is stated in the notice of meeting
or in any written waiver of notice:

(1) Removal of directors without cause;
(2) Filling of vacancies on the Board by members;
(3) Amending the Articles of Incorporation; and
(4) An election to voluntarily wind up and dissolve
the corporation.

SECTION 5. Quorum for Meetings

A quorum shall consist of fifteen (15) percent of the voting
members of the corporation.

The members present at a duly called and held meeting at
which a quorum is initially present may continue to do business
notwithstanding the loss of a quorum at the meeting due to
withdrawal of members from the meeting, provided that any action
taken after the loss of a quorum must be approved by at least a
majority of the members required to constitute a quorum.

In the absence of a quorum, any meeting of the members may
be adjourned from time to time by the vote of a majority of the
votes represented in person or by proxy at the meeting, but no
other business shall be transacted at such meeting.

When a meeting is adjourned for lack of a sufficient number
of members at the meeting or otherwise, it shall not be necessary
to give any notice of the time and place of convening the
adjourned meeting or of the business to be transacted at such
meeting other than by announcement at the meeting at which the
adjournment is taken of the time and place of the convening of
the adjourned meeting. However, if after the adjournment a new
record date is fixed for notice or voting, a notice of the
meeting shall be given to each member who, on the record date for
notice of the meeting, is entitled to vote at the meeting. A
meeting shall not be adjourned for more than forty-five (45)
days.

Notwithstanding any other provision of this Article, if this
corporation authorizes members to conduct a meeting with a quorum
of less than one-third (1/3) of the voting power, then, if less
than one-third (1/3) of the voting power actually attends a
regular meeting, in person or by proxy, then no action may be
taken on a matter unless the general nature of the matter was
stated in the notice of the regular meeting.

SECTION 6. Majority Action as Membership Action

Every act or decision done or made by a majority of voting
members present in person or by proxy at a duly held meeting at
which a quorum is present is the act of the members, unless the
law, the Articles of Incorporation of this corporation, or these
Bylaws require a greater number.

SECTION 7. Voting Rights

Each Regular or Associate member is entitled to one vote on
each matter submitted to a vote by members. Voting at duly held
meetings shall be conducted as provided in Robert's Rules of
Order.

SECTION 8. Proxy Voting

Members entitled to vote shall have the right to vote either
in person or by a written proxy executed by such person or by the
person's duly authorized agent and filed with the Secretary of
the corporation, provided, however, that no proxy shall be valid
after eleven (11) months from the date of its execution unless
otherwise provided in the proxy. In any case, however, the
maximum term of any proxy shall be three (3) years from the date
of its execution. No proxy shall be irrevocable and may be
revoked following procedures given in Section 5613(b) of the
California Nonprofit Public Benefit Corporation Law.

All proxies shall state the general nature of the matter to
be voted on and, in the case of a proxy given to vote for the
election of Directors, shall list those persons who were nominees
at the time the notice of the vote for election of Directors was
given to the members. In any election of Directors, any proxy
marked by a member "withhold" or otherwise marked in a manner
indicating that the authority to vote for the election of
Directors is withheld shall not be voted either for or against
the election of a Director.

Proxies shall afford an opportunity for the member to
specify a choice between approval and disapproval of each matter
or group of related matters intended, at the time the proxy is
distributed, to be acted upon at the meeting for which the proxy
is solicited. The proxy shall also provide that when the person
solicited specifies a choice with respect to any such matter, the
vote shall be cast in accordance therewith.

SECTION 9. Conduct of Meetings

Meetings of members shall be presided over by the President
of the corporation or, in the President's absence, by the
Vice-President of the corporation or, in the absence of both of
these persons, by a Chairman chosen by a majority of the voting
members, present in person or by proxy. The Secretary of the
corporation shall act as Secretary of all meetings of members,
provided that in the Secretary's absence, the presiding officer
shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Robert's Rules of Order, as
such rules may be revised from time to time, insofar as such
rules are not inconsistent with or in conflict with these Bylaws,
with the Articles of Incorporation of this corporation, or with
any provision of law.

SECTION 10. Action by Written Ballot without a Meeting

Any action which may be taken at any regular or special
meeting of members may be taken without a meeting if the
corporation distributes a written ballot to every member entitled
to vote on the matter. The ballot shall set forth the proposed
action, provide an opportunity to specify approval or disapproval
of each proposal, provide that where the person solicited
specifies a choice to any such proposal the vote shall be cast in
accordance therewith, and provide a reasonable time within which
to return the ballot to the corporation. Ballots shall be mailed
or delivered in the manner required for giving notice of meetings
specified in Section 4(b) of this Article.

All written ballots shall also indicate the number of
responses needed to meet the quorum requirement and, except for
ballots soliciting votes for the election of Directors, shall
state the percentage of approvals necessary to pass the measure
submitted. The ballots must specify the time by which they must
be received by the corporation in order to be counted.

Approval of action by written ballot shall be valid only
when the number of votes cast by ballot within the time period
specified equals or exceeds the quorum required to be present at
a meeting authorizing the action, and the number of approvals
equals or exceeds the number of votes that would be required to
approve the action at a meeting at which the total number of
votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot. Such ballots
for the election of Directors shall list the persons nominated at
the time the ballots are mailed or delivered. If any such
ballots are marked "withhold" or otherwise marked in a manner
indicating that the authority to vote for the election of
Directors is withheld, they shall not be counted as votes either
for or against the election of a Director.

A written ballot may not be revoked after its receipt by the
corporation or its deposit in the mail, whichever occurs first.

SECTION 11. Reasonable Nomination and Election Procedures

This corporation shall make available to members reasonable
election procedures with respect to the election of Directors by
members. Such procedures shall be reasonable given the nature,
size and operations of the, and shall include:

(a) A reasonable means of nominating persons for election
as Directors.

(b) A reasonable opportunity for a nominee to communicate to
the members the nominee's qualifications and the reason for the
nominee's candidacy.

(c) A reasonable opportunity for all nominees to solicit
votes.

(d) A reasonable opportunity for all members to choose among
the nominees

Upon the written request by any nominee for election to the
Board and the payment with such request of the reasonable cost of
mailing (including postage) the corporation shall, within ten
(10) business days after such request (provided payment has been
made) mail to all members or such portions of them that the
nominee may reasonably specify, any material which the nominee
shall furnish and which is reasonably related to the election,
unless the corporation within five (5) business days after the
request allows the nominee, at the corporation's option, the
right to do either of the following: (1) inspect and copy the
record of all members' names, addresses and voting rights, at
reasonable times, upon five (5) business days' prior written
demand upon the corporation , which demand shall state the
purpose for which the inspection rights are requested; or (2)
obtain from the Secretary, upon written demand and payment of a
reasonable charge, a list of the names, addresses and voting
rights of those members entitled to vote for the election of
Directors, as of the most recent record date for which it has
been compiled or as of any date specified by the nominee
subsequent to the date of demand. The demand shall state the
purpose for which the list is requested and the membership list
shall be made available on or before the later of ten (10)
business days after the demand is received or after the date
specified therein as the date as which the list is to be
compiled.

If the corporation distributes any written election material
soliciting votes for any nominee for Director at the
corporation's expense, it shall make available, at the
corporation's expense, to each other nominee, in or with the same
material, the same amount of space that is provided any other
nominee, with equal prominence, to be used by the nominee for a
purpose reasonably related to the election.

Generally, any person who is qualified to be elected to the
Board of Directors shall be nominated at the annual meeting of
members held for the purpose of electing Directors by any member
present at the meeting in person or by proxy. However, if the
corporation has five hundred (500) or more members, any of the
additional nomination procedures specified in subsections (a) and
(b) of Section 5521 of the California Nonprofit Public Benefit
Corporation Law may be used to nominate persons for election to
the Board of Directors.

If this corporation has five thousand (5000) or more
members, then the nomination and election procedures specified in
Section 5522 of the California Nonprofit Public Benefit
Corporation Law shall be followed in nominating and electing
persons to the Board of Directors.

SECTION 12. Action by Unanimous Written Consent without Meeting

Except as otherwise provide in these Bylaws, any action
required or permitted to be taken by the members may be taken
without a meeting, if all members shall individually or
collectively consent in writing to the action. The written
consent or consents shall be filed with the minutes of the
proceedings of the members. The action by written consent shall
have the same force and effect as the unanimous vote of the
members.

SECTION 13. Record Date for Meetings

The record date for purposes of determining the members
entitled to notice, voting rights, written ballot rights, or any
other right with respect to a meeting of members or any other
lawful membership action shall be fixed pursuant to Section 5611
of the California Nonprofit Public Benefit Corporation Law.

ARTICLE 5. DIRECTORS

SECTION 1. Number

The corporation shall have nine (9) Directors and
collectively they shall be known as the Board of Directors. The
number may be changed by amendment of this Bylaw, or by repeal of
this Bylaw and adoption of a new Bylaw, as provided in these
Bylaws.

SECTION 2. Powers

Subject to the provision of the California Nonprofit Public
Benefit Corporation Law and any limitations in the Articles of
Incorporation and Bylaws relating to action required or permitted
to be taken or approved by the members, if any, of this
corporation, the activities and affairs of this corporation shall
be conducted and all corporate powers shall be exercised by or
under the direction of the Board of Directors.

SECTION 3. Duties

It shall be the duties of the Directors to:

(a) Perform any and all duties imposed on them collectively
or individually by law, by the Articles of Incorporation of this
corporation, or by these Bylaws.

(b) Appoint and remove, employ and discharge, and, except
as otherwise provided in these Bylaws, prescribe the duties and
fix the compensation, if any, of all officers, agents and
employees of the corporation.

(c) Supervise all officers, agents and employees of the
corporation to assure that their duties are performed properly.

(d) Meet at such times and places as required by these
Bylaws.

(e) Register their addresses with the Secretary of the
corporation, and notices of meetings mailed, telegraphed or
transmitted by facsimile to them at such addresses shall be valid
notices thereof.

SECTION 4. Terms of Office

Each Director shall hold office until the Director's
successor is elected and qualified. The regular term of each
director shall be three (3) years. Each term shall commence on
January First of the year following election and terminate three
years hence. The terms shall be sequenced so that no more than
three (3) directors shall be elected by the membership in any one
year, exclusive of filling vacancies.

SECTION 5. Vacancy

The Board may fill, by appointment, any vacancy occurring on
the Board by reason of death, disqualification, resignation or
otherwise than regular expiration, and such person shall serve
for the unexpired term of the directorship so vacated.
Alternatively the Board may call a special election to fill such
vacancies.

SECTION 6. Qualifications

Each director shall be a voting member of the Association in
good standing. No person may be elected to a directorship who
has been a director previously for one regular three-year (3)
term until one year from the expiration of the director's regular
term. A person may, by appointment of the Board, fill a vacancy
as provided in Section 5 above, or have served a term of less
than three (3) years, and such service shall not be taken into
consideration for the purposes of qualification under this
paragraph.

SECTION 7. Compensation

Directors shall serve without compensation except that they
may be allowed and paid their actual and necessary expenses
incurred in attending Directors meetings as may be directed by
the Board. Directors may not be compensated for rendering
services to the corporation in any capacity other than Director
unless such other compensation is reasonable and is allowable
under the provision of Section 8 of this Article.

SECTION 8. Restriction Regarding Interested Directors

Notwithstanding any other provisions of these Bylaws, not
more than forty-nine (49) percent of the persons serving on the
Board may be interested persons. For purposes of this Section,
"interested persons" means either:

(a) any person currently being compensated by the
corporation for services rendered it within the previous twelve
(12) months, whether as a full- or part-time officer or other
employee, independent contractor, or otherwise, excluding any
reasonable compensation paid to a Director as Director; or

(b) any brother, sister, ancestor, descendant, spouse,
brother-in-law, sister-in-law, son-in-law, daughter-in-law,
mother-in-law, or father-in-law of any such person.

SECTION 9. Place of Meetings

Meetings shall be held at the principal office of the
corporation unless otherwise provided by the Board or at such
place within or without the State of California which has been
designated from time to time by the Board of Directors. In the
absence of such designation, any meeting not held at the
principal office of the corporation shall be valid only if held
on the written consent of all Directors given either before or
after the meeting and filed with the Secretary of the corporation
or after all Board members have been given written notice of the
meeting as hereinafter provided for special meetings of the
Board. Any meeting, regular or special, may be held by
conference telephone or similar communications equipment, so long
as all Directors participating in such meeting can hear one
another.

SECTION 10. Regular Annual Meetings

The annual meeting of the Board of Directors will normally
be held in September of each year. The date, time and place of
the meeting will be established normally by the Board at a
meeting during the previous year.

At the regular annual meeting of Directors, Directors
elected in the previous year by the membership will be formally
installed on the Board. Corporation officers will be elected by
the Board at the first meeting of the new year following an
election.

SECTION 11. Special Meetings

Special meetings of the Board of Directors may be called by
the President, Vice-President, the Secretary, or by any two
Directors, and such meetings shall be held at the place, within
or without the State of California, designated by the person or
persons calling the meeting, and in the absence of such
designation, at the principal office of the corporation.

SECTION 12. Notice of Meetings

Regular meetings of the Board may be held without notice.
Special meetings of the Board shall be held upon not less than
seven (7) days' notice by first-class mail or seventy-two (72)
hours' notice delivered personally or by telephone, facsimile or
telegraph. If sent by mail, facsimile or telegram, the notice
shall be deemed to be delivered on its deposit in the mails, its
transmission by facsimile or on its delivery to the telegraph
company. Such notices shall be addressed to each Director at the
Director's address as shown on the books of the corporation.
Notice of the time and place of holding an adjourned meeting
need not be given to absent Directors if the time and place of
the adjourned meeting are fixed at the meeting adjourned and if
such adjourned meeting is held no more than twenty-four (24)
hours from the time of the original meeting. Notice shall be
given of any adjourned regular or special meeting to Directors
absent from the original meeting if the adjourned meeting is held
more than twenty-four (24) hours from the time of the original
meeting.

SECTION 13. Contents of Notice

Notice of meetings not herein dispensed with shall specify
the place, day and hour of the meeting. The purpose of any Board
meeting need not be specified in the notice.

SECTION 14. Waiver of Notice and Consent to Holding Meetings

The transactions of any meeting of the Board, however called
and noticed or wherever held, are as valid as though the meeting
had been duly held after proper call and notice, provided a
quorum, as hereinafter defined, is present and provided that
either before or after the meeting each Director not present
signs a waiver of notice, a consent to holding the meeting, or an
approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or made a
part of the minutes of the meeting.

SECTION 15. Quorum for Meetings

A quorum shall consist of a majority of Directors.

Except as otherwise provided in these Bylaws or in Articles
of Incorporation, or by law, no business shall be considered by
the Board at any meeting at which a quorum, as hereinafter
defined is not present, and the only motion which the Chair shall
entertain at such a meeting is a motion to adjourn. However, a
majority of the Directors present at such meeting may adjourn
from time to time until the time fixed for the next regular
meeting of the Board.

The Directors present at a duly called and held meeting at
which a quorum is initially present may continue to do business
notwithstanding the loss of a quorum at the meeting due to
withdrawal of Directors from the meeting, provided that any
action thereafter taken must be approved by at least a majority
of the required quorum for such meeting or such greater
percentage as may be required by law, or the Articles of
Incorporation or Bylaws of this corporation.

SECTION 16. Majority Action As Board Action

Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is
present is the act of the Board of Directors, unless the Articles
of Incorporation or Bylaws of this corporation, or provisions of
California Nonprofit Public Benefit Corporation Law, particularly
those provisions relating to appointment of committees (Section
5212), approval of contracts (Section 5233) and indemnification
of Directors (Section 5238e), require a greater percentage or
different voting rules for approval of a matter by the Board.

SECTION 17. Conduct of Meetings

Meetings of the Board of Directors shall be presided over by
the Chairman of the Board, or, if no such person has been so
designated or, in the Chairman's absence, the President of the
corporation or, in the President's absence, by the Vice-President
of the corporation or, in the absence of each of these persons,
by a Chairman chosen by a majority of the Directors present at
the meeting. The Secretary of the Corporation shall act as
Secretary of all meetings of the Board, provided that in the
Secretary's absence, the presiding officer shall appoint another
person to act as Secretary of the meeting.

Meetings shall be governed by Robert's Rules Of Order, as
such rules may be revised from time to time, or by other rules of
order as may be designated by the Chairman, insofar as such rules
are not inconsistent with or in conflict with these Bylaws, with
the Articles of Incorporation of this corporation, or provisions
of law.

SECTION 18. Action by Unanimous Written Consent Without Meeting

Any action required or permitted to be taken by the Board of
Directors under any provision of law may be taken without a
meeting, if all members of the Board shall individually or
collectively consent in writing to such action. For the purposes
of this section only, "all members of the Board" shall not
include any "interested Director" as defined in Section 5233 of
the California Nonprofit Public Benefit Corporation Law. Such
written consent or consents shall be filed with the minutes of
the proceedings of the Board. Such action by written consent
shall have the same force and effect as the unanimous vote of the
Directors. Any certificate or other document filed under the
provisions of law which relates to action so taken shall state
that the action was taken by unanimous written consent of the
Board of Directors without a meeting and that the Bylaws of this
corporation authorize the Directors to so act, and such statement
shall be prima facie evidence of such authority.

SECTION 19. Vacancies

Vacancies on the Board of Directors shall exist (1) on the
death, resignation or removal of any Director, and (2) whenever
the number of authorized Directors is increased.

The Board of Directors may declare vacant the office of a
Director who has been declared of unsound mind by final order of
a court, or convicted of a felony, or, been found by a final
order or judgement of any court to have breached any duty under
Section 5230 and following of the California Nonprofit Public
Benefit Corporation Law.

If this corporation has less than fifty (50) members,
Directors may be removed without cause by a majority of all
members, or, if the corporation has fifty (50) or more members,
by vote of a majority of the votes represented at a membership
meeting at which a quorum is present.

Any Director may resign effective upon giving written notice
to the Chairman of the Board, the President, the Secretary or the
Board of Directors, unless the notice specifies a later time for
the effectiveness of such resignation. No Director may resign if
the corporation would then be left without a duly elected
Director or Directors in charge of its affairs, except upon
notice to the Attorney General.

Vacancies on the Board may be filled by approval of the
Board or, if the number of Directors then in office is less than
a majority of the total number of Directors authorized, by (1)
the unanimous written consent of the Directors then in office,
(2) the affirmative vote of a majority of the Directors then in
office at a meeting held pursuant to notice or waivers of notice
complying with this Article of these Bylaws, or (3) a sole
remaining Director. Vacancies created by the removal of a
Director may be filled only by the approval of members. The
members of this corporation may elect a Director at any time to
fill any vacancy not filled by the Directors.

A person elected to fill a vacancy as provided in this
Section shall hold office until the next annual election of the
Board of Directors or until the Director's death, resignation or
removal.

SECTION 20. Non-Liability of Directors

The Directors shall not be personally liable for the debts,
liabilities, or other obligations of the corporation.

SECTION 21. Indemnification by Corporation of Directors,
Officers, Employees and Other Agents

The Corporation may, as determined by the majority vote of
all the Directors, indemnify and advance expenses actually and
reasonably incurred to a person who is, or was a Director,
officer, employee or other agent of this Corporation in
connection with a threatened, pending or completed action, suit,
claim, issue, matter or proceeding whether civil, criminal,
investigative or administrative, including all appeals.

If such person either settles any such claim or sustains a
judgement against him, then indemnification against expenses,
judgements, fines, settlements and other amounts reasonably
incurred in connection with such proceedings may be provided by
this corporation but only to the extent allowed by and in
accordance with the requirements of, Section 5238 of the
California Nonprofit Public Benefit Corporation Law.

SECTION 22. Insurance for Corporate Agents

The Board of Directors may authorize the purchase and
maintenance of insurance on behalf of any agent of the
corporation (including a Director, officer, employee or other
agent of the corporation) against any liability other than for
violating provisions of law relating to self-dealing (Section
5233 of the California Nonprofit Public Benefit Corporation Law)
asserting against or incurred by the agent in such capacity or
arising out of the agent's status as such, whether or not the
corporation would have the power to indemnify the agent against
such liability under provisions of Section 5238 of the California
Nonprofit Public Benefit Corporation Law.

SECTION 23. Restricted Activities of Directors

No Director or agent of the corporation shall engage in any
activity which can be construed to be lobbying as a
representative of the corporation.

SECTION 24. Bonding Officers and Employees

The Board of Directors may require a bond of the
Treasurer or other officers and of employees for the faithful
performance of their respective duties and for the restoration to
the corporation, in the case of death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and
other property of whatever kind belonging to the corporation and
in the possession or under the control of such officer or
employee. Such bond shall be given at the expense of the
corporation in a sum and with one or more sureties satisfactory
to the Board of Directors.

ARTICLE 6. OFFICERS

SECTION 1. Number of Officers

The officers of this corporation shall be a President, a
Secretary and a chief financial officer who shall be designated
the Treasurer. The corporation may also have, as determined by
the Board of Directors, a Chairman of the Board, one or more
Vice-Presidents, Assistant Secretaries, or other officers. Any
number of offices may be held by the same person except that
neither the Secretary nor the Treasurer may serve as the
President or Chairman of the Board.

SECTION 2. Qualification. Election, and Term of Office

Any Board member may serve as officer of this corporation.
Officers shall be elected by the Board of Directors at the first
meeting following an election of Directors, and each officer
shall hold office until the officer resigns or is removed or is
otherwise disqualified to serve, or until the officer's successor
shall be elected and qualified, whichever occurs first.

SECTION 3. Subordinate Officers

The Board of Directors may appoint such other officers or
agents as it may deem desirable, and such officers shall serve
such terms, have such authority, and perform such duties as may
be prescribed from time to time by the Board of Directors.

SECTION 4. Removal and Resignation

Any officer may be removed, either with or without cause, by
the Board of Directors, at any time. Any officer may resign at
any time by giving written notice to the Board of Directors or to
the President or Secretary of the corporation. Any such

resignation shall take effect at the date of receipt of such
notice or at any later date specified therein, and, unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. The above
provisions of this Section shall be superseded by any conflicting
terms of a contract which has been approved or ratified by the
Board of Directors relating to the employment of any officer of
the corporation.

SECTION 5. Vacancies

Any vacancy caused by the death, resignation, removal,
disqualification, or otherwise, of any officer shall be filled by
the Board of Directors. In the event of a vacancy in any office
other than that of President, such vacancy may be filled
temporarily by appointment by the President until such time as
the Board shall fill the vacancy. Vacancies occurring in such
offices of officers appointed at the discretion of the Board may
or may not be filled as the Board shall determine.

SECTION 6. Duties of President

The President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of
Directors, supervise and control the affairs of the corporation
and the activities of the officers. The President shall perform
all duties incident to the office of President and such other
duties as may be required by law, by the Articles of
Incorporation of this corporation, or by these Bylaws, or which
may be prescribed from time to time by the Board of Directors.
Unless another person is specifically appointed as Chairman of
the Board of Directors, the President shall preside at all
meetings of the Board of Directors. If applicable, the President
shall preside at all meetings of the members. Except as
otherwise expressly provided by law, by the Articles of
Incorporation, or by these Bylaws, the President shall in the
name of the corporation, execute such deeds, mortgages, bonds,
contracts, checks, or other instruments which may from time to
time be authorized by the Board of Directors.

SECTION 7. Duties of the Vice-President

In the absence of the President, or in the event of the
President's inability or refusal to act, the Vice-President
shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the
restrictions on, the President. The Vice-President shall have
other powers and perform such other duties as may be prescribed
by law, by the Articles of Incorporation, or by these Bylaws, or
as may be prescribed by the Board of Directors.

SECTION 8. Duties of Secretary

The Secretary shall:

Certify and keep, or cause to be kept, at the principal
office of the corporation the original, or a copy, of these
bylaws as amended or otherwise altered to date.

Keep, or cause to be kept, at the principal office of the
corporation or at such other place as the Board may determine, a
book of minutes of all meetings of the Directors, and if
applicable, meetings of committees of Directors and members,
recording therein the time and place of holding, whether regular
or special, how called, how notice thereto was given, the names
of those present or represented at the meeting, and the
proceedings thereof.

See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law.

Keep, or cause to be kept, at the principal office of the
corporation a membership roster in bound form containing the name
and address of each and any members, and, in the case where any
membership has been terminated, the Secretary shall record such
fact in the membership roster together with the date on which
such membership ceased.

Exhibit at all reasonable times to any Director of the
corporation, or to the Director's agent or attorney, on request
therefor, the Bylaws, the membership roster, and the minutes of
the proceedings of the Directors of the corporation.

In general, perform all duties incident to the office of
Secretary and such other duties as may be required by law, the
Articles of Incorporation of this corporation, or by these
Bylaws, or which may be assigned to the Secretary from time to
time by the Board of Directors.

SECTION 9. Duties of Treasurer

Subject to the provisions of these Bylaws relating to the
"Execution of Instruments, Deposits and Funds," the Treasurer
shall:

Have charge and custody of, and be responsible for, all
funds and securities of the corporation, and deposit all such
funds in the name of the corporation in such banks, trust
companies, or other depositories as shall be selected by the
Board of Directors.

Receive, and give receipt for, monies due and payable to the
corporation from any source whatsoever.

Disburse or cause to be disbursed the funds of the
corporation as may be directed by the Board of Directors, taking
proper vouchers for such disbursement.

Keep and maintain adequate and correct accounts of the
corporation's properties and business transactions, including
accounts of its assets, liabilities, receipts, disbursements,
gains and losses.

Exhibit at all reasonable times the books of account and
financial records to any Director of the corporation, or to the
Director's agent or attorney, on request therefor.

Render to the President and Directors, whenever requested,
an account of any or all of the transactions of the Treasurer and
of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to
be certified, the financial statements to be included in any
required reports.

In general, perform all duties incident to the office of
Treasurer and such other duties as may be required by law, by the
Articles of Incorporation of the corporation, or by the Bylaws or
which may be assigned to the Treasurer from time to time by the
Board of Directors.

SECTION 10. Compensation

The salaries of the officers, if any, shall be fixed from
time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that
the officer is also a Director of the corporation, provided,
however, that such compensation paid a Director for serving as an
officer of this corporation shall only be allowed if permitted
under the provisions of Article 5, Section 7, of these Bylaws.
In all cases, any salaries received by officers of this
corporation shall be reasonable and given in return for services
actually rendered the corporation which relate to the performance
of the charitable or public purposes of this corporation.

ARTICLE 7. Committees

SECTION 1. Executive Committee

The Board of Directors may, by a majority vote of Directors
then in office, designate two (2) or more of its members (who may
also be serving as officers of this corporation) to constitute an
Executive Committee. Except for the specific limitations listed
below, and other limitations that may be imposed by the Board
from time to time, the Executive Committee shall have and
exercise all powers of the Board. Authorized actions of the
Executive Committee shall be binding on the Corporation. The
Executive Committee shall not undertake action with respect to:

(a) The approval of any action which, under law or the
provisions of these Bylaws, requires the approval of the members
or of a majority of all members.

(b) The filling of vacancies on the Board or any committee
which has the authority of the Board.

(c) The fixing of compensation of the Directors for serving
on the Board or any committee.

(d) The amendment or repeal of Bylaws or the adoption of
new Bylaws.

(e) The amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or repealable.

(f) The appointment of committees of the Board or members,
thereof.

(g) The expenditure of corporate funds to support a nominee
for Director after there are more people nominated for director
than can be elected.

(h) The approval of any transaction to which this
corporation is a party and in which one or more of the Directors
has a material financial interest, except as expressly provided
in Section 5233(d)(3) of the California Nonprofit Public Benefit
Corporation Law.

(i) The election or removal of a Director or officer, or
the admission or removal of a member.

(j) Fixing the compensation of any officer or employee of
the Corporation.

(k) Entering into any contracts, commitments or other
obligations in excess of $10,000.

(l) Mortgaging or disposing of any real property owned by
the Corporation.

(m) Buying, selling, or otherwise disposing of assets of
the Corporation in excess of $10,000.

(n) Amending or repealing the Articles of Incorporation, or
adopting new Articles.

By a majority vote of its members then in office, the Board
may at any time revoke or modify any or all of the authority so
delegated, increase or decrease but not below two (2) the number
of its members, and fill vacancies therein from the members of
the Board. The Committee shall keep regular minutes of its
proceedings, cause them to be filed with the corporate records,
and report the same to the Board from time to time as the Board
may require.

SECTION 2. Other Committees

The corporation shall have such other committees as may from
time to time be designated by the Board of Directors. Such other
committees may consist of persons who are not also members of the
Board. These additional committees shall act in advisory
capacity only to the Board and shall be clearly titled as
"advisory" committees.

SECTION 3. Meetings and Action of Committees

Meetings and action of committees shall be governed by,
noticed, held and taken in accordance with the provisions of
these Bylaws concerning meetings of the Board of Directors, with
such changes in the context of such Bylaw provisions as are
necessary to substitute the committee and its members for the
Board of Directors and its members, except that the time for
regular meetings of committees may be fixed by resolution of the
Board of Directors or by the committees. The time for special
meetings of committees may also be fixed by the Board of
Directors. The Board of Directors may also adopt rules and
regulations pertaining to the conduct of meetings of committees
to the extent that such rules and regulations are not
inconsistent with the provisions of these Bylaws.

ARTICLE 8. Execution Of Instruments, Deposits and Funds

SECTION 1. Execution of Instruments

The Board of Directors except as otherwise provided in these
Bylaws, may authorize any officer or agent of the corporation 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. Unless so
authorized, 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 to render it liable
monetarily for any purpose or in any amount.

SECTION 2. Checks and Notes

Except as otherwise specifically determined by the Board of
Directors, or as otherwise required by law, checks, drafts,
promissory notes, orders for payment of money, and other evidence
of indebtedness of the corporation shall be signed by the
Treasurer and countersigned by the President of the corporation.

SECTION 3. Deposits

All funds of the corporation shall be deposited from time to
time to the credit of the corporation in such banks, trust
companies, or other depositories as the Board of Directors may
select.

SECTION 4. Gifts

The Board of Directors may accept on behalf of the
corporation any contribution, gift, bequest, or devise for the
charitable or public purposes of this corporation.

ARTICLE 9. Corporate Records, Reports and Seal

SECTION 1. Maintenance of Corporate Records

The corporation shall keep at its principal office in the
State of California:

(a) Minutes of all meetings of Directors, committees of the
Board and of all meetings of members, indicating the time and
place of holding such meetings, whether regular or special, how
called, the notice given, and the names of those present and the
proceedings thereof.

(b) Adequate and correct books and records of account,
including accounts of its properties and business transactions
and accounts of its assets, liabilities, receipts, disbursements,
gains and losses.

(c) A record of its members indicating their names and
addresses and the class of membership held by each member and the
termination date of any member.

(d) A copy of the corporation's Articles of Incorporation
and Bylaws as amended to date, which shall be open to inspection
by the members of the corporation at all reasonable times during
office hours.

SECTION 2. Corporate Seal

The Board of Directors may adopt, use, and at will alter, a
corporate seal. Such seal shall be kept at the principal office
of the corporation. Failure to affix the seal to corporate
instruments, however, shall not affect the validity of any such
instrument.

SECTION 3. Director's Inspection Rights

Every Director shall have the absolute right at any
reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of
the corporation.

SECTION 4. Member's Inspection Rights

Each and every member shall have the following inspection
rights, for a purpose reasonably related to such person's
interest as a member:

(a) To inspect and copy the record of all members' names,
addresses and voting rights, at reasonable times, upon five (5)
business days' prior written demand on the corporation, which
demand shall state the purpose for which the inspection rights
are requested.

(b) To obtain from the Secretary of the corporation, upon
written demand and payment of a reasonable charge, a list of the
names, addresses and voting rights of those members entitled to
vote for the election of Directors as of the most recent record
date for which the list has been compiled or as of the date
specified by the member subsequent to the date of demand. The
demand shall state the purpose for which the list is requested.
The membership list shall be made available on or before the
latter of ten (10) business days after the demand is received or
after the date specified therein as of which the list is to be
compiled.

(c) To inspect at any reasonable time the books, records,
or minutes of proceedings of the members or of the Board or
committees of the Board, upon written demand on the corporation
by the member, for a purpose reasonably related to such person's
interest as a member. The demand shall state the purpose for
which the inspection is requested.

SECTION 5. Right to Copy and Make Extracts

Any inspection under the provisions of this Article may be
made in person or by agent or attorney and the right to inspect
includes the right to copy and make extracts.

SECTION 6. Annual Report

The Board shall cause an annual report to be furnished not
later than one hundred and twenty (120) days after the close of
the corporation's fiscal year to all Directors of the corporation
and to any member who requests it in writing, which report shall
contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds,
of the corporation as of the end of the fiscal year.

(b) The principal changes in the assets and liabilities,
including trust funds, during the fiscal year.

(c) The revenue or receipts of the corporation, both
unrestricted and restricted to particular purposes, for the
fiscal year.

(d) The expenses or disbursements of the corporation, for
both general and restricted purposes, during the fiscal year.

(d) Any information required by Section 7 of this Article.

The annual report shall be accompanied by any report thereon
of independent accountants, or, if there is no such report, the
certificate of an authorized officer of the corporation that such
statements were prepared without audit from the books and records
of the corporation.

If this corporation receives TWENTY-FIVE THOUSAND DOLLARS
($25,000), or more, in gross revenues or receipts during the
fiscal year, this corporation shall automatically send the above
annual report to all members, in such manner, at such time, and
with such contents, including an accompanying report from
independent accountants or certification of a corporate officer,
as specified by the provisions of this Section relating to the
annual report.

SECTION 7. Annual Statement of Specific Transactions to Members

This corporation shall mail or deliver to all
directors and any and all members a statement within on hundred
and twenty (120) days after the close of its fiscal year which
briefly describes the amount and circumstances of any
indemnification or transaction of the following kinds:

(a) Any transaction in which the corporation, or its parent
or its subsidiary was a party, and in which either of the
following had a direct or indirect material financial interest:

(1) any director or officer of the corporation, or its
parent or subsidiary (a mere common directorship shall not be
considered a material financial interest); or

(2) any holder of more than ten percent (10%) of the
voting power of the corporation, its parent or its subsidiary.

The above statement need only be provided with respect to
transaction during the previous fiscal year involving more than
FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of
transactions with the same person involving, in the aggregate,
more than FIFTY THOUSAND DOLLARS ($50,000).

Similarly, the statement need only be provided with respect
to indemnifications or advances aggregating more than TEN
THOUSAND DOLLARS ($10,000) paid during the previous fiscal year
to any Director or officer, except that no such statement need be
made if such indemnification was approved by the members pursuant
to Section 5238(e)(2) of the California Nonprofit Public Benefit
Corporation Law.

Any statement required by this Section shall briefly
describe the names of the interested persons involved in such
transactions, stating each person's relationship to the
corporation, the nature of such person's interest in the
transaction and, where practical, the amount of such interest;
provided, that in the case of a transaction with a partnership of
which such person is a partner, only the interest of the
partnership need be stated.

If the corporation provides all members with an annual
report according to the provisions of Section 6 of this
Article, then such annual report shall include the information
required by this Section.

ARTICLE 10. Fiscal Year

SECTION 1. Fiscal Year of the Corporation

The fiscal year of the corporation shall begin on the first
day of January and end on the last day of December in each year.

ARTICLE 11. Bylaws

SECTION 1. Amendment

Subject to any provision of law applicable to the amendment
of Bylaws of public benefit nonprofit corporations, these Bylaws,
or any of them, may be altered, amended, or repealed and new
Bylaws adopted as follows:

(a) subject to the power of the members to change or repeal
these Bylaws under Section 5150 of the Corporations Code, by
approval of the Board of Directors unless the Bylaw amendment
would materially and adversely affect the rights of members as to
voting or transfer, specifying or changing the fixed number of
Directors, or changing from a fixed to variable Board or vice
versa, may not be adopted, amended or repealed except as provided
in sub-paragraph (b) of this Section; or

(b) by approval of the members of this corporation.

ARTICLE 12. Amendment of Articles

SECTION 1. Amendment of Articles Before Admission of Members

Before any members have been admitted to the corporation,
any amendment of the Articles of Incorporation may be adopted by
the approval of the Board of Directors.

SECTION 2. Amendment of Articles After Admission of Members

After members have been admitted to the corporation,
amendment of the Articles of Incorporation may be adopted by the
approval of the Board of Directors and by the approval of the
members of this corporation.

SECTION 3. Certain Amendments

Notwithstanding the above Sections of this Article, this
corporation shall not amend its Articles of Incorporation to
alter any statement which appears in the original Articles of
Incorporation and the names and addresses of the first Directors
of this corporation nor the name and address of its initial
agent, except to correct an error in such statement or to delete
either statement after the corporation has filed a "Statement by
a Domestic Non-Profit Corporation" pursuant to Section 6210 of
the California Nonprofit Corporation Law.

ARTICLE 13. Prohibition Against Sharing
Corporate Profits and Assets

SECTION 1. Prohibition Against Sharing Corporate Profits
and Assets

No member, Director, officer, employee, or other person
connected with this corporation, or any private individual, shall
receive at any time any net earnings or pecuniary profit from the
operations of the corporation, provided, however, that this
provision shall not prevent payment to any such person or
reasonable compensation for services performed for the
corporation in effecting any of its public or charitable
purposes, provided that such compensation is otherwise permitted
by these Bylaws and is fixed by resolution of the Board of
Directors; and no such person or persons shall be entitled to
share in the distribution of, and shall not receive, any of the
corporate assets on dissolution of the corporation. All members
of the corporation shall be deemed to have consented and agreed
that on such dissolution or winding up of the affairs of the
corporation, whether voluntarily or involuntarily, the assets of
the corporation, after all debts have been satisfied, then
remaining in the hands of the Board of Directors, shall be
distributed as required by the Articles of Incorporation of this
corporation and not otherwise.

ARTICLE 14. Miscellaneous

SECTION 1. Conflicts of Interest

Not withstanding the limitations regarding "Interested
Persons" as provided in Article 5, above, a Director or officer
shall be considered to have a conflict of interest if existing or
potential personal or financial interests arise which impair or
might reasonable appear to impair his unbiased, independent
judgement in the discharge of his duties and responsibilities as
a Director or officer, or if he is aware that a member of his
family (spouse or child), or any organization in which the
Director or officer, or his family is an officer, director,
trustee, employee, partner, member or controlling stockholder has
such existing or potential financial or other interests.
Directors or officers must disclose to the Board of Directors any
possible conflict of interest at the earliest practicable time.

A Director who has a conflict of interest with any matter
under consideration by the Board or its committees shall not vote
on that matter. The record of the meeting shall reflect that a
disclosure was made, and the Director abstained from voting.

If a Director is uncertain whether or not a conflict exists,
he may request the Board to make such a determination. The
Director will abstain from voting on matters in apparent conflict
pending the Board's determination.

SECTION 2. Non-Discrimination

In the administration of all its policies and affairs, the
Corporation shall not discriminate against any person or
organization on the basis of race, creed, color, national or
ethnic origin, sex, age or any classification protected by
applicable federal, state or local law.

In interpreting these Bylaws, all masculine pronouns are
deemed to refer equally to the feminine gender.

NOTE

An appendix exists for the purposes of administering the updates to these bylaws. Anyone wanting to study the bylaws for any serious matter should obtain the latest version in hard copy from the secretary.

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