PURPOSE

MEMBERSHIP

FISCAL YEAR

DUES

MEETINGS OF THE MEMBERSHIP OF THE CORPORATION

Section 1. Number. The property, affairs, activities, and concerns of the Corporation shall be vested in a Board of Directors, consisting of 9 directors. The members of the Board shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.

Section 2. Election of directors and term. At the meeting next held after the adoption of these By-Laws, and at each annual meeting thereafter there shall be an election by ballot for 9 directors of the Corporation, all of whom shall be elected for a term of one year.

Section 3. Duties of directors. The Board of Directors may: (1) hold meetings at such times and places as it thinks proper; (2) admit members and suspend or expel them by ballot; (3) appoint committees on particular subjects from the members of the Board, or from other members of the Corporation; (4) audit bills and disburse the funds of the Corporation; (5) print and circulate documents and publish articles; (6) carry on correspondence and communicate with other associations interested in the organizing purpose; (7) employ agents; and (8) devise and carry into execution such other measures as it deems proper and expedient to promote the objects of the Corporation and to best protect the interests and welfare of the members.

Section 4. Regular meetings of board. Regular meetings of the Board of Directors shall be held at a time and place as may be determined from time to time by the President. No notice of the meetings are required.

Section 5. Special meetings of board. The President may, when he or she deems necessary, or the Secretary shall, at the request in writing of five members of the Board, issue a call for a special meeting of the Board, and only five days notice shall be required for such special meetings. Attendance at a special meeting of the Board constitutes waiver of notice unless attendance is to object to lack of notice.

Section 6. Annual meetings of the board. The annual meeting of the Board of Directors shall be held within 60 days after the annual meeting of members for the purpose of electing the officers and transaction any other business that may lawfully come before the board. Notice of the annual meeting of the Board of Directors shall be the same as a special meeting.

Section 7. Quorum. Five members of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of the President and Vice-President, the quorum present may choose a Chairman for the meeting. If a quorum is not present, a lesser number may adjourn the meeting to a later day, not more than ten days later.

Section 8. Absence. Should any member of the Board of Directors absent himself unreasonably from three consecutive meetings of the Board without sending a communication to the President or Secretary stating his reason for so doing, and if his excuse should not be accepted by the members of the Board, his seat on the Board may be declared vacant, and the President may forthwith proceed to fill the vacancy.

Section 9. Vacancies. Whenever any vacancy occurs in the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote by ballot of the remaining members of the Board at a-special meeting which shall be called for that purpose. The election shall be held within 60 days after the occurrence of the vacancy. The person so chosen shall hold office until the next annual meeting, or until his successor shall have been chosen at a special meeting of the members.

Section 10. Removal of directors. Any one of more of the directors may be removed either with or without cause, at any time, by a vote of two-thirds of the members present at a special meeting of the members of the corporation.

ARTICLE VII

Section 1. Number. The officers of this Corporation shall be a President, Vice-President, a Secretary, and a Treasurer.

Section 2. Method of election. The Board of Directors shall elect all officers for a term of one year, all being elected from the membership of the Board of Directors. A majority of a quorum present shall be necessary to constitute an election.

Section 3. Duties of officers. The duties and powers of the officers of the Corporation shall be a s follows:

President

The President shall preside at the meetings of the Corporation and the Board of Directors and the Executive Committee and shall be a member ex officio, with right to vote, of all committees except of the Corporation and such other times as he or she deems proper, communicate to the Corporation or to the Board of Directors such matters and make such suggestions as may in his or her opinion tend to promote the prosperity and welfare and increase the usefulness of the Corporation and shall perform such other duties as are necessarily incident to the office of the President.

Vice-President

In the case of the death or absence of the President, or of his or her inability from any cause to act, the Vice President shall perform the duties of his or her office.

Secretary

It shall be the duty of the Secretary to give notice (when necessary) of and attend all meetings of the Corporation and the Board of Directors and keep a record of their doings; to conduct all correspondence and to carry into execution all orders, votes, and resolutions not otherwise committed; to keep a list of the members of the Corporation; to collect the fees, annual dues, and subscriptions and pay them over to the Treasurer; to notify the officers and members of the Corporation of their election; to notify members of their appointment to committees; to furnish the Chairperson of each committee with a notice under which the committee is appointed and devote his or her best efforts to forwarding the advancing the interests of the Corporation. In case disability of the Secretary, the Board of Directors may appoint a Secretary pro-tem.

Treasurer

The Treasurer shall keep an account of all moneys received and expended for the use of the Corporation, and shall make disbursements only upon vouchers approved by the Board of Directors. He or she shall deposit all sums received in a bank, or banks, or trust company approved by the Board of Directors, and make a report at the meetings or when called upon by the President; to prepare, under the direction of the Board of Directors, an annual report of the transactions and condition of the Corporation. Funds may be drawn only upon the signature of the Treasurer and one other officer.

The funds, books, and vouchers in his or her hands shall at all times be under the supervision of the Board of Directors and subject to its inspection and control. At the expiration of his or her term of office, he or she shall deliver over to his or her successor all books, moneys, and other property, or, in the absence of a treasurer-elect, to the President. In case of the absence or disability of the Treasurer, the Board of Directors may appoint a treasurer pro tem.

The office of Secretary and Treasurer may be held by the same person.

Section 4. Bond of Treasurer. The Treasurer shall, if required by the Board of Directors, give to the Corporation such security for the faithful discharge of his or her duties as the Board may direct.

Section 5. Vacancies. All vacancies in any office shall be filled by the Board of Directors without undue delay, by a vote of a majority of a quorum present at its regular meeting, or at a meeting specially called for that purpose.

Section 6. Compensation of officers. The officers shall receive such salary or compensation as the Board of Directors determines.

ARTICLE VIII

Section 1. Executive committee. There shall be elected annually by the Board of Directors, one member thereof, not an officer, who with the officers, shall constitute an Executive Committee. The Executive Committee shall appoint such employees-as may be necessary to conduct the business of the Corporation; they may act on behalf of the Corporation in any matter when the Board of Directors is not in session, reporting to the Board of Directors for its ratification of their action at each regular or special meeting called for that purpose. Three members shall constitute a quorum for the transaction of business. Meetings may be called by the Chairman or by three members. The Executive Committee shall have the Treasurer's accounts reviewed or audited at least once each year and report thereon to the Board of Directors.

Section 2. Committee on Nominations. During the month of _________ in each year, the Board of Directors shall appoint a Nominating Committee of three to five members, none of whom shall be a member of the Board, whose duty it shall be to nominate candidates for directors to be elected at the next annual election. They shall notify the Secretary in writing, at least 20 days before the date of the annual meeting, of the names of such candidates, and the Secretary, except as herein otherwise provided, shall mail a copy thereof to the last recorded address of each member simultaneously with the notice of the meeting.

Section 3. Independent nominations. Nominations for directors may also be made, endorsed with the names of not less than ten members of the Corporation, if forwarded to the Secretary at least five days prior to the annual meeting of the Corporation for immediate transmittal by him or her to the members.

Section 4. Other committees. At the first meeting of the Board of Directors after their election, or as soon thereafter as practicable, the President shall, subject to its approval, appoint the following committees to consist of as many members as seems advisable:

(a) Committee on Membership.

(b) Committee on Information.

The members of such committees shall hold office until the appointment of their successors. The chairman of each committee shall report to the President of the Corporation.

Section 5. Special committees. The President may, at any time, appoint other committees on any subject for which there are no standing committees.

Section 6. Committee quorum. A majority of any committee of the Corporation shall constitute a quorum for the transaction of business, unless any committee shall by a majority vote of its entire membership decide otherwise.

Section 7. Committee vacancies. The various committees shall have the power to fill vacancies in their membership.

ARTICLE IX

Section 1. Corporate Seal. required for this Corporation. There shall be no seal

 ARTICLE X

Section 1. Liability to Corporation. No person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him or her as a director or officer of the Corporation in good faith, if such person: (a) exercised and used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his or her own affairs; or (b) took or omitted to take such action in reliance upon advice of counsel for the Corporation or upon statements made or information furnished by officers or employees of the Corporation which he or she had reasonable grounds to believe. The foregoing shall not be exclusive of other rights and defenses to which he or she may be entitled as a matter of law.

Section 2. Liability to Third Parties. Each director or officer, whether or not then in office, shall be held harmless and indemnified by the Corporation against all claims and liabilities and all expenses reasonably incurred or imposed upon him or her in connection with or resulting from any action, suit or proceedings, or the settlement or compromise thereof, to which he or she may be made a party by reason of any action taken or omitted to be taken by him or her as a director or officer of the Corporation in good faith if such person, in the opinion of the Court or of the Board of Directors: (a) exercised and used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his or her own affairs; or (b) took or omitted to take such action in reliance upon advice of counsel for the Corporation or upon statements made or information furnished by officers or employees of the Corporation which he or she had reasonable grounds to believe.

Section 3. Indemnification. The Corporation shall have the rights provided to it by law to indemnify a person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, including actions or suits by or in the right of the Corporation, by any reason or the fact that the person is or was a director, officer, employee, or agent of the Corporation, is or was serving at the request of the corporation as director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise whether for profit or not for profit, against expenses including attorneys fees, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by the person in connection with the action, suit, or proceeding if the person acted in good faith in a manner the person reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe that conduct was unlawful.

ARTICLE XI

Section 1. By-Law Amendments. These By-laws may be amended, repealed, or altered in whole or in part by a majority vote at any duly organized meeting of the Corporation or Board of Directors. The proposed change shall be mailed to the last recorded address of each member of the Corporation or of the Board, as the case may be, at least 10 days before the time of the meeting which is to consider the change.

Dated:_______________ State of _______________________