BY LAWS

 

MEECO Leadership Institute (MEECO Institute) NONPROFIT BYLAWS

ARTICLE I. NAME OF ORGANIZATION

MEECO Institute™ www.meeco-institute.org

ARTICLE II. CORPORATE PURPOSE

Section 1. Nonprofit Purpose

This Organization is organized exclusively for educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. Specific Purpose

Engaged in conducting research, analysis and recognition in the areas of sociology, psychology, behavior, and economic impact, as well as studying other social science and humanities research in the field of recruiting and managing employees in the workplace.

ARTICLE III. FELLOWSHIP

Section 1. Eligibility for Fellowship

Application for voting fellowship shall be open to current and active fellows of the Association of Corporate Executive Coaches™, ACEC BrainTrust™, Organization that are fellows of the MEECO Leadership Institute™ which supports the purpose statement in Article II, Section 2. Fellowship is granted after completion and receipt of a fellowship application and annual suggested donations. All fellowships shall be granted upon a majority vote of the directors.

Section 2. Annual Suggested Donations

The amount suggested for annual donations:

  • Association of Corporate Executive Coaches™ $1,000 each year

  • ACEC BrainTrust™, $500 each year

  • Organizations that are members of the MEECO Institute™ $10,000 each year

  • MEECO Designation™ earners, $0, no voting rights

Unless changed by a majority vote of the fellows at an annual meeting of the majority of fellowship members. Continued fellowship is contingent upon being up-to-date on fellowship donations and a fellow in good standing, having abide by the ethics set forth in the Association of Corporate Executive coaches™ and MEECO, whichever shall be stronger.

Section 3. Rights of Fellows

Each paying fellow shall be eligible to appoint one voting representative to cast the fellow’s vote in association elections.

Section 4. Resignation and Termination

Any fellow may resign by filing a written resignation with the directors. Resignation shall not relieve a fellow of unpaid donations, or other charges previously accrued or abiding to the code of ethics. A fellow can have their fellowship terminated by a majority vote of the fellowship or directors in which a quorum is present.

Section 5. Non-voting Fellowship

The directors shall have the authority to establish and define non-voting categories of fellowship.

ARTICLE IV. MEETINGS OF FELLOWS

Section 1. Regular Meetings

Regular meetings of the fellows shall be held quarterly, at a time and place designated by the chair.

Section 2. Annual Meetings

An annual meeting of the fellows shall take place in the month of November the specific date, time, and location of which will be designated by the chair. At the annual meeting the fellows shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.

Section 3. Special Meetings

The chair, the Executive Committee, or the directors may call special meetings. A petition signed by five percent (20%) of voting members may also call a special meeting.

Section 4. Notice of Meetings

Printed notice of each meeting shall be sent to each voting fellow, by e-mail, not less than two weeks prior to the meeting except for emergency meetings.

Section 5. Quorum

A quorum for a meeting of the fellows shall consist of at least twenty percent (20)% of the active fellowship or at least three (3) out of five (5), whichever is greater .

Section 6. Voting

All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the Organization shall be managed by its Board of Directors. The Board of Directors shall have 48% control of and be responsible for the management of the affairs and property of the Organization. The CEO /founder shall have 52% control.

Section 2. Number, Tenure, Requirements, and Qualifications

The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (4) nor more than fifteen (10) including the following officers: the President, the first

Vice-President, second Vice-President, the Secretary, and the Treasurer.
The members of the Board of Directors 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. All members of the Board of Directors and Advisory Council must be approved by a majority vote of the fellows present and voting. No vote on new members of the Board of Directors, or Advisory Council, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.

No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.

Each member of the Board of Directors shall be a member of the Organization whose fellowship donations are paid in full and shall hold office for up to a two-year term as submitted by the nominations committee unless asked to resign due to conflicts of interest, and or the violation of ethics.

Newly elected members of the Board of Directors who have not served before shall serve on probation for six (6) months, at the end of 6 month the current board shall determine if the newly appointed board member shall conclude the balance of the two-year term. If the vote is negative, then the maximum contribution of $350.00 or the prorated amount consistent with the initial contribution shall be returned.

Newly elected members of the Board of Directors who have not served before shall serve initial two-year term. At the conclusion of the initial two-year term, members of the Board of Directors may serve additional one-year term. The maximum number of terms shall be three (3) consecutive terms.

Each member of the Board of Directors shall attend at least ten (10) monthly out of twelve (12) meetings of the Board per year and be present for the entire meeting (opening to close).

Each member of the Board of Directors shall contribute at least three hundred and fifty cash dollars ($350) to the organization annually, all or part of which may come from the tax deductible value paid for or solicited by the Board member, and received by the Organization. No contribution credit shall be given for in-kind donations. Provided, however, that the $350 cash requirement for any member who joins after the beginning of the fiscal year for his or her initial one-year term shall be prorated accordingly.

Section 3. Regular and Annual Meetings

An annual meeting of the Board of Directors shall be held at a time and day in the month of November of each calendar year and at a location designated by the Executive Committee of the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or 50% of the members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors shall request the location, as the place for holding any special meeting of the Board from the President.

Section 5. Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) weeks in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, or the purpose of, any regular meeting of the Board of Directors needs to be specified in the notice or waiver of notice of such meeting.

Section 6. Quorum

The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, however approval of such act requires a the 2/3rds approval of the directors.

Section 7. Forfeiture

Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2, and/or 6 of this Article by November 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2, 5 and/or 6 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.

Section 8. Vacancies

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay approximately within (3) three months by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Members of the board may nominate a person to fill the search and/or a search firm may be used.

Nominees may not be related to any existing or past board members
Nominees shall be required to fill the same obligations as previously required by sitting directors.

Section 9. Compensation

Members of the Board of Directors shall not receive any compensation for their services as Directors.

Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.

Section 11. Confidentiality

Directors shall not discuss or disclose information about the Organization or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Organization’s’ purposes, or can reasonably be expected to benefit the Organization.

Directors shall use discretion and good business judgment in discussing the affairs of the Organization with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Organization, including but not limited to accounts on deposit in financial institutions.

Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

Section 12. Advisory Council

An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors.

Members of the Advisory Council shall possess the desire to serve the community and support the work of the Organization by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.

Section 13. Parliamentary Procedure

The President shall determine any question concerning parliamentary procedure at meetings by reference to Robert’s Rules of Order.

Section 14. Removal

Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of two-thirds (2/3rds) of the members of the Board of Directors if in their judgment the best interest of the Organization would be served thereby.

Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.

Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2, 5 and/ or 6 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.

Section 14. Removal of Directors

A director may be removed by two-thirds vote of the board of directors then in office, if:
(a) the director is absent and un-excused from two or more meetings of the board of directors in a twelve month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president. Or:
(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.

Section 15. Term

The term of office shall be considered to begin January 1 and end December 31 of the second year in office, unless the term is extended until such time as a successor has been elected.

ARTICLE VI. OFFICERS

The officers of this Board shall be the CEO, President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.

Section 1. CEO

The CEO may preside at all meetings of the membership. The CEO shall have the following duties:
Is considered a member of the board with all voting rights
May not be removed from their position by a majority vote of Officers, Members and/or a Board of Directors.

The CEO may only be removed if proven by an outside legal force in which they have personally been charged by a court of law of being responsible for violating the fiduciary responsibility for the MEECO Institute. For example, an officer may be allowed to deal in a manner financially advantageous to himself or herself, so long as the charity is not subject to any expense. For example, an officer may be allowed to deal in a manner financially advantageous to himself or herself, so long as the charity is not subject to any expense.

He/She shall preside at all meetings of the Executive Committee.
He/She shall have general and active management of the business of this Advisory Board.
He/She shall see that all orders and resolutions of the Advisory Board are brought to the Advisory Board.
He/She shall have general superintendence and direction of all other officers of this Organization and see that their duties are properly performed.
He/She may submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
He/She shall be Ex-official member of all standing committees and may have the power and duties usually vested in the office of the President.

Section 2. President

The President shall preside at all meetings of the membership. The President shall have the following duties:
He/She shall preside at all meetings of the Executive Committee.
He/She shall have general and active management of the business of this Advisory Board.
He/She shall see that all orders and resolutions of the Advisory Board are brought to the Advisory Board.
He/She shall have general superintendence and direction of all other officers of this Organization and see that their duties are properly performed.
He/She may submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
He/She shall be Ex-official member of all standing committees and may have the power and duties usually vested in the office of the President.

Section 3. Vice-President

The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President’s duties are:
He/She shall have the duty of chairing their perspective committee and the Advisory Board may from time to time, determine such other duties as deemed necessary by the President.

Section 4. Secretary

The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:
He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Advisory Board, including the annual meeting of the organization.
Assisted by a staff member, he/she shall send notices of all meetings to the members of the Advisory Board and shall take reservations for the meetings.
He/She shall perform all official correspondence from the Advisory Board as may be prescribed by the Advisory Board or the President.

Section 5. Treasurer

The Treasurer duties shall be:
He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Advisory Board, proposed capital expenditures (equipment and furniture) , by the staff of the agency.

He/She shall present a complete and accurate report of the finances raised by this Advisory Board at each meeting of the members, or at any other time upon request to the Advisory Board.
He/She shall have the right of inspection of the funds resting with the MEECO Institute including budgets and subsequent audit reports.

It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
He/She shall perform such other duties as may be prescribed by the Advisory Board or the President under whose supervision he/she shall be.

Section 6. Election of Officers

The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Advisory Board. Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Advisory Board. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting.

Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for two (2) terms only.

Section 7. Removal of Officer (Sections 2 through 5)

The Advisory Board with the concurrence of ⅔ of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing two (2) weeks prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.

Section 8. Vacancies

The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Advisory Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.

ARTICLE VII. COMMITTEES

Section 1. Committee Formation

The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board chair appoints all committee chairs.

Section 2. Executive Committee

The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of In Organization and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in intervals between meetings for emergency situations of the board of directors, and is subject to the direction and control of the full board.

Section 3. Finance Committee

The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. The board or the Executive Committee must approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

ARTICLE VIII. CORPORATE STAFF

Section 1: CEO/ Founder

The CEO shall have immediate and overall supervision of the operations of the Organization, and shall direct the day-to-day business of the Organization, maintain the properties of the Organization, may hire, discharge, and determine the salaries and other compensation of all staff members under the CEO/ Founder’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. No officer, Executive Committee member or member of the Board of Directors may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board and Executive Committee meetings as requested by the President of the Board or the CEO/ Founder. The Executive Director shall be an ad-hoc member of all committees.

The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Directors or Advisory Council. The Executive Director may be the same as the CEO/ Founder. Nothing herein shall confer any compensation or other rights on any Executive Director.

ARTICLE IX. – Conflict of Interest and Compensation

Section 1: Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2: Definitions

Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, which has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Procedures

Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists.

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Compensation

A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6. Annual Statements

Each director, principal officer and member of a committee with governing board-delegated powers shall annually sign a statement, which affirms such person:
Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in increment, impermissible private benefit or in an excess benefit transaction.

Section 8. Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE X. INDEMNIFICATION

Section 1. General

To the full extent authorized under the laws of New Jersey, the Organization shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the Organization, or any person who may have served at the Organization’s request as a director or officer of another Organization (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnity”), against expenses actually and necessarily incurred by such indemnity in connection with the defense of any action, suit, or proceeding in which that indemnity is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnity shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnity may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

Section 2. Expenses

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Organization in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnity to repay such amount if it shall ultimately be determined that such indemnity is not entitled to be indemnified here-under.

Section 3. Insurance

The Organization may purchase and maintain insurance D&O (Director and Officer) Insurance of typically $10MM on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Organization would have the power or obligation to indemnify such person against such liability under this Article.

ARTICLE XI. BOOKS AND RECORDS

The Organization shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.

ARTICLE XII. AMENDMENTS

Section 1. Articles of In Organization

The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.

Section 2. Bylaws

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.

ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors or incorporators of this Organization, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the ## preceding pages, as the Bylaws of this Organization.