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Section 1.1 Mission Statement. The mission of the Democratic Women of Boulder County (DWBC) is to promote community responsibility and to encourage active participation in social welfare issues.
Section 1.2 Purposes. The Corporation is organized exclusively for social welfare pur-poses within the meaning of §501(c)(4) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code (the “Code”). The Corporation may car-ry on any other lawful activity consistent with its Articles of Incorporation, these Bylaws, the Code and the Colorado Revised Nonprofit Corporation Act (the “Act”).
Section 1.3 Prohibited Activities. Neither the name of the Corporation nor the names of any Director or Officer in their official capacity with the Corporation shall be used to endorse or promote a commercial concern, or for any purpose not appropriately related to promotion of the mission of the organization. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its Directors, Officers or other private persons. However, the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article I. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal taxa-tion under §501(c)(4) of the Code or by the Act.
Section 2.1 Business Offices. The principal office of the Corporation in the State of Colorado shall be at such location as the Board of Directors shall determine. The Corporation may have such other offices, either within or without the State of Colorado, as the Board of Di-rectors may determine from time to time.
Section 2.2 Registered Office. The Corporation shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Colorado. The registered agent and the address of the registered office may be changed from time to time by the Board of Directors.
Section 3.1 Members. The Corporation shall have voting membership ("Members"), but shall have no capital stock.
Section 3.2 Membership. Membership in the Corporation shall be open to any person who is interested in furthering the mission of the Corporation as set forth in Section 1.1 herein and who pays the annual membership dues. Membership shall be on an annual basis and shall coincide with the calendar year.
Section 3.3 Removal of Members. Any Member of the Corporation who ceases to meet the requirements of such membership qualification shall automatically cease to be a Member of the Corporation. If any Member does or fails to do any act which materially impairs the pur-poses of the Corporation or if any Member clearly violates in fact or in spirit any standard of conduct or ethics adopted by the Corporation, then the Board of Directors, acting on its own or on the motion of any Member or upon the written petition of any Member delivered to any member of the Board, may censure, suspend or expel such Member from membership upon such terms and conditions as the Board may determine. The Board may give such Members such no-tice and opportunity for a hearing before the Board as it determines to be fair and equitable under the circumstances. Any Member may be suspended for failure to pay amounts due to the Corporation pursuant to Section 3.11. Additionally, the Board of Directors may adopt such policies and procedures for revoking a Member's membership in the Corporation as it may determine and in accordance with the Act. Any Board action under this Section 3.3 shall be subject to the affirmative vote of two-thirds (2/3rds) of all members of the Board of Directors.
Section 3.4 Voting Rights of Members. The Members of the Corporation shall have the right to appoint Officers pursuant to Section 5.2, call for the Board of Directors to vote to remove a Director or an Officer, and approve the amendment of the Corporation’s Articles of Incorporation and Bylaws. Pursuant to Section 6.8, nominations for Officers shall be made by the Corporation’s Nominating Committee to the Members for their vote. Each Member shall have the right to cast one vote for each Officer. Aside from the actions set forth in this Section 3.4, no Member shall have any voting rights on any other issue or proposition unless otherwise directed by the Board of Directors.
Section 3.5 Annual Meeting of Members. The regular annual meeting of the Members of the Corporation shall be held in the second quarter of each year, at such time, date and place as the Board of Directors may provide by resolution, for the appointment of Officers as provided in Section 5.2 and for the transaction of such other business as may properly come before the meeting.
Section 3.6 Special Meetings. Special meetings of Members may be called by the President, the Board of Directors, or not less than one-tenth of all of the Members.
Section 3.7 Notice. Written or printed notice stating the time, date and place of the meeting of Members, and in case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten (10) days nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Board of Directors, or the Members calling the meeting, to each Member of record. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at its address as it appears on the books of the corporation, with postage prepaid. Failure to deliver such notice or obtain a waiver thereof shall not cause the meeting to be lost, but it shall be adjourned by the Members present for a period not to exceed thirty days until any deficiency in notice or waiver shall be supplied.
Section 3.8 Quorum. At any membership meeting, thirty (30) members in good stand-ing with the Corporation who have paid their annual dues or one-fourth (1/4) of the members in good standing who have paid their annual dues, whichever is less, shall constitute a quorum.
Section 3.9 Manner of Acting. The act of majority of the Members present at a meet-ing at which a quorum is present shall be the act of the Members of the Corporation, unless the act of a greater number is required by law or by these Bylaws.
Section 3.10 Annual Membership Dues. The membership year shall coincide with the calendar year. Membership dues shall be determined upon the recommendation of the Board of Directors and shall be approved by the vote by the members. The dues thus determined, shall take effect in the next calendar year. Notice of the upcoming dues vote must be given to the membership at least ten (10) days in advance of the meeting.
Section 3.11 Transfer. Membership in the Corporation is non-transferable or assignable.
Section 4.1 General Powers. The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have all powers of a Board of Directors as set forth in the Act and these Bylaws.
Section 4.2 Number and Eligibility. There shall be no less than four (4) and no more than fifteen (15) Directors of the Corporation ("Directors"). Directors shall be appointed by the Board of Directors upon recommendation of the Nominating Committee pursuant to Section 6.8. Directors must be registered Democrats and Members of the Corporation in good standing. Each Director shall remain a Director for a three (3) year renewable term or until such Director resigns, is removed pursuant to Section 4.3 or until the Director’s successor is duly elected and qualified.
Section 4.3 Removal of Directors. Any Director may be removed, with or without cause, by the vote of two-thirds (2/3rds) of all of the members of the Board of Directors, exclud-ing the Director in question. The Members may request that the Board of Directors vote to re-move a Director, but Members themselves cannot remove Directors from office.
Section 4.4 Vacancies. Whenever a vacancy occurs on the Board of Directors by rea-son of death, resignation, incapacity, removal or otherwise, such vacancy shall be filled by a vote of the remaining Directors pursuant to the procedures set forth in Section 6.8(f) hereunder.
Section 4.5 Regular Meetings. A regular annual meeting of the Board of Directors shall be held upon notice each year in the month of August or at such other time as determined by the Board of Directors, and shall be called by the President, or if none, by any Director. The Board of Directors may provide by resolution the time for the holding of additional regular meet-ings of the Board of Directors with notice to be given as set forth herein. All regular meetings of the Board of Directors shall be held at a mutually agreed upon location. Meetings may also be held by telephone or other means of communication as permitted by the Act or these Bylaws.
Section 4.6 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director. Notice of any special meeting shall state the purpose(s) of the special meeting. Special meetings may also be held by telephone or other means of communication as permitted by the Act or these Bylaws.
Section 4.7 Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called (provided that other matters not described in such notice may also be discussed at such meeting), shall be delivered by or at the direction of the person or persons calling such meeting, to each Director not less than two (2) days before the date of the meeting. Such notice shall either be delivered in person, by regular mail, electronic mail, phone or other form of communication permitted by the Act or these Bylaws. If mailed, the notice shall be deemed delivered when deposited in the United States mail, addressed to the Director at the Director’s address as it ap-pears on the books of the Corporation, with postage thereon prepaid. However if three successive letters mailed to the last known address of any Director are returned as undeliverable, no further notices to such Director shall be necessary until another address for such Director is made known to the Corporation. All other methods of notice shall be effective when received. Whenever any notice is required to be given under these Bylaws, a waiver thereof in writing signed by the per-son or persons entitled to such notice, whether before or after the time stated therein for giving notice, shall be deemed equivalent to the giving of such notice. Unless otherwise expressly pro-vided for herein, all notices shall be given as provided in the Act.
Section 4.8 Quorum. A majority of the number of Directors serving the Corporation at the time notice of a meeting of Directors (whether regular or special) is given shall constitute a quorum for the transaction of business at such meeting of the Board of Directors; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn and reconvene the meeting from time to time without further notice.
Section 4.9 Manner of Acting. The act of a majority of the Directors present at a meet-ing at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these Bylaws.
Section 4.10 Compensation. Directors shall not receive any compensation for their ser-vices as such.
Section 4.11 Action Without Meeting. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting by less than unanimous written consent if a notice stating the action to be tak-en and the time by which a Director must respond is transmitted in writing to each Director and each Director by the time stated in the notice either: (i) votes in writing for such action; or (ii) votes in writing against such action, abstains in writing from voting, or fails to respond or vote; and (iii) fails to demand that action not be taken without a meeting. All communications under this Section 4.11 may be transmitted or received by the Corporation and the Directors by fax, e-mail, or other form of wire or wireless communication or any other form of communication per-mitted by the Act. The act of a majority of the Directors constituting a quorum shall be the act of the Board of Directors under this Section 4.11.
Section 4.12 Telecommunication Meetings. Each of the Members of the Board of Di-rectors consent and agree that one or more Members may participate in a meeting by means of telephone or video conference, Internet, e-mail or similar communication equipment by which all Members participating in the meeting can either hear or communicate with each other at the same time and such participation shall constitute presence at the meeting.
Section 5.1 Officers. The officers of the Corporation (“Officers”) shall be one (1) President, one (1) Vice President, one (1) Secretary, one (1) Treasurer, and such other Officers as may be elected in accordance with the provisions of this Article V. Officers shall be appointed by the Board of Directors upon recommendation of the Nominating Committee pursuant to Section 6.8. Officers shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors.
Section 5.2 Election and Term of Office. The Officers of the Corporation shall be elected annually by the Members at the regular annual meeting of the Members. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as con-veniently may be. New offices may be created and filled at any meeting of the Members.
Section 5.3 Removal. Any Officer may be removed by the majority vote of two thirds (2/3rds) of the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed. The Members may request that the Board of Directors vote to remove an Officer, but Members themselves cannot remove Officers from office.
Section 5.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled pursuant to Section 6.8(f) hereunder.
Section 5.5 President. The President shall be the principal executive Officer of the Corporation and shall in general supervise and control all of the business and affairs of the Cor-poration. The President shall preside at all meetings of the members of the Board of Directors and shall sign any contracts or other instruments on behalf of the Corporation, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other Officer or agent of the Corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5.6 Treasurer. The Treasurer shall have charge and custody of and be respon-sible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 5.7 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 5.8 Vice President. In the absence of the President or in the event of the ina-bility or refusal to act of the President, the Vice President may perform the duties of the Presi-dent, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 6.1 Committees of Directors. The Board of Directors may designate and ap-point one or more committees of the Board of Directors which shall have and exercise the au-thority of the Board of Directors as granted in the resolution appointing the committee. No such committee shall have the authority to amend, alter or repeal Bylaws; elect, appoint or remove any member of any such committee or any Director or Officer of the Corporation; or amend, alter or repeal any resolution of the Board of Directors. The appointment of any such committee and the delegation of authority thereto shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed upon her by law.
Section 6.2 Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until the member’s successor is appointed, unless the committee is sooner terminated, such member is removed from the committee, or the member ceases to qualify as a member.
?Section 6.3 Chair. One member of each committee shall be appointed chair of such committee by the Board of Directors or if not appointed by the Board of Directors by the mem-bers of the committee. The Chair shall call, conduct and cause minutes to be prepared for each committee meeting.
Section 6.4 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6.5 Quorum. Unless otherwise provided in the resolution of the Board of Di-rectors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6.6 Rules. Each committee may adopt rules for its own government not incon-sistent with the Articles of Incorporation, these Bylaws, any rules adopted by the Board of Directors, or the Act.
Section 6.7 Advisory Committees. The Board, in its discretion, may designate and ap-point one or more advisory committees or individual advisors to the Board of Directors (collec-tively, “Advisors to the Board”). Any such Advisors to the Board shall serve in an advisory ca-pacity only and shall have no right to vote on Board decisions.
Section 6.8 Nominating Committee. There shall be a standing Nominating Committee. The Nominating Committee shall consist of the immediate past President and two additional members selected by the Board of Directors. The President will make recommendations for Of-ficers to the Nominating Committee.
(a) A slate of nominees for the Officers and Directors of the Corporation and for the elected Members of the Nominating Committee shall be submitted by the past year’s Nominating Committee (or, in the Corporation’s first year, by the Board of Directors) to the Members at least ten (10) days prior to the annual meeting of the Members.
(b) Nominations from the floor shall also be accepted at the annual meeting of the Members provided the consent of the nominee has been secured prior to the annual business meeting and provided the nominee is a registered Democrat and a Member in good standing with the Corporation.
(c) The slate presented for the new Nominating Committee may include no more than one name from the previous Nominating Committee.
(d) All elections may be by hand or voice vote unless a secret ballot is re-quested, in which case secret ballots will be used. Only Members in good standing shall be al-lowed to vote. In all elections of Officers and Directors, no provisions are made for absentee or proxy voting.
(e) Following the elections, the previous Nominating Committee will give the new President a list of names from which appointees may be selected. There should be at least one recommendation for each position to be appointed.
(f) Should a vacancy occur during the year in one of the elected positions, the Nominating Committee shall submit the name of a replacement to the Board of Directors for ap-proval. The term of any person so appointed shall last until the next Annual Meeting of the Members.
Section 7.1 Contracts. The Board of Directors may authorize any Officer or Director, agent or agents of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
Section 7.2 Checks, Drafts, Etc. All checks, drafts or orders for the payment of mon-ey, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by either the President or a Vice President of the Corporation.
Section 7.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, or other depositaries as directed by the Board of Directors.
Section 7.4 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation so long as consistent with the Articles of Incorporation and these Bylaws.
Section 7.5 Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the President, may from time to time appoint one or more agents or attorneys in fact of the Corporation, in the name and on behalf of the Corporation, cast the votes which the Corpora-tion may be entitled to cast as the holder of stock or other securities in any other Corporation, association or other entity any of whose stock or other securities may be held by the Corporation. The President may instruct the person or persons so appointed as to the manner of casting such votes, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper.
Section 8.1 Indemnification. To the extent permitted or required by the Act and any other applicable law, if any Director or Officer (as defined below) of the Corporation is made a party to or is involved in (for example as a witness) any proceeding (as defined below) because such person is or was a Director or Officer of the Corporation, the Corporation (i) shall indemnify such person from and against any judgments, penalties, fines (including but not limited to ERISA excise taxes), amounts paid in settlement and reasonable expenses (including but not lim-ited to expenses of investigation and preparation, and fees and disbursements of counsel, ac-countants or other experts) incurred by such person in such proceeding, and (ii) shall advance to such person expenses incurred in such proceeding.
(a) The Corporation may in its discretion (but is not obligated in any way to) indemnify and advance expenses to an employee or agent of the Corporation to the same extent as to a Director or Officer.
(b) The foregoing provisions for indemnification and advancement of expens-es are not exclusive, and the Corporation may at its discretion provide for indemnification or ad-vancement of expenses in a resolution of its members or Directors, in a contract or in its articles of incorporation.
(c) Any repeal or modification of the foregoing provisions of this Article VIII for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification. If any provision of this Article VIII or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extend permitted by law, and all other provisions or parts shall remain in full force and effect.
(d) As used in this Article VIII, the following terms have the following meanings:
(1) Director or Officer. The term "director" or "officer" means (i) a di-rector or officer of the Corporation and (ii) while an individual is a director or officer of the Corporation, the individual’s serving at the Corporation’s request as a director, of-ficer, partner, member, manager, trustee, employee, fiduciary, or agent of another domes-tic or foreign Corporation, nonprofit Corporation, or other person or of an employee ben-efit plan, and (iii) any other position (not with the Corporation itself) in which a director or officer of the Corporation is serving at the request of the Corporation and for which indemnification by the Corporation is permitted by the Act.
(2) Proceeding. The term "proceeding" means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investi-gative, and whether formal or informal.
The Members may amend these Bylaws at any time by a two-thirds (2/3rd) vote of the Members present at a meeting at which a quorum is present in order to add, change, or delete a provision; provided, however, that these Bylaws may only be amended in a manner which would not disqualify the Corporation under §501(c)(4) of the Code.
Section 10.1 Conflicting Interest Transactions. As used in this Article X, “conflicting interest transaction” means: a contract, transaction, or other financial relationship between the Corporation and a Director of the Corporation, or between the Corporation and a party related to a Director, or between the Corporation and an entity in which a Director of the Corporation is a Director or Officer or has a financial interest.
Section 10.2 Prohibition Against Loans to Director or Officers. No loans shall be made by the Corporation to its Directors or Officers. Any Director or Officer who assents to or partici-pates in the making of any such loan shall be liable to the Corporation for the amount of such loan until the repayment thereof.
Section 10.3 Voidability of Conflicting Interest Transactions. No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damag-es or other sanctions in a proceeding by a member or by or in the right of the Corporation, solely because the conflicting interest transaction involves a Director of the Corporation or a party re-lated to a Director or an entity in which a Director of the Corporation is a Director or Officer or has a financial interest or solely because the Director is present at or participates in the meeting of the Corporation’s Board of Directors or of the committee of the Board of Directors that au-thorizes, approves, or ratifies the conflicting interest transaction or solely because the Director’s vote is counted for such purpose if:
(a) The material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the com-mittee, and the Board of Directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Direc-tors, even though the disinterested Directors are less than a quorum;
(b) The material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote there-on, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or
(c) The conflicting interest transaction is fair as to the Corporation.
Section 10.4 Approval of Conflicting Interest Transactions. Common or interested Di-rectors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves, or ratifies the conflicting interest transac-tion.
Section 10.5 Party Related to Director. For purposes of this Article X, a “party related to a Director” shall mean a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the Director or a party related to a Director has a benefi-cial interest, or an entity in which a party related to a Director is a Director, Officer, or has a fi-nancial interest.
Section 11.1 General Standards of Conduct. Each Director shall discharge the Direc-tor’s duties as a Director, including the Director’s duties as a member of a committee of the Board, and each Officer shall discharge the Officer’s duties, (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and (iii) in a manner the Officer or Director reasonably believes to be in the Corporation’s best interests.
Section 11.2 Reliance on Information. In discharging his or her duties, a Director or Of-ficer is entitled to rely on information, opinions, reports, or statements, including financial state-ments and other financial data, if prepared or presented by (i) one or more Officers or employees of the Corporation whom the Director or Officer reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, a certified public accountant, or another person as to matters the Director or Officer reasonably believes are within such person’s professional or expert competence, or (iii) in the case of a Director, a committee of the Board of which the Director is not a member if the Director reasonably believes the committee merits confidence. A Director or Officer is not acting in good faith if the Director or Officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section 11.2 above unwarranted.
Section 11.3 Compliance with Standards of Conduct. A Director or Officer is not liable in his or her capacity as a Director or Officer to the Corporation or its Members for any action taken or omitted to be taken as a Director or Officer, as the case may be, if, in connection with such act or omission, the Director or Officer performed the duties of the position in compliance with this Article XI.
Section 12.1 Governing Law. These Bylaws shall be deemed to be made under and shall be construed in accordance with the laws of the State of Colorado.
Section 12.2 Captions. All Article titles or captions contained in these Bylaws are for convenience only and shall not be deemed part of the context of these Bylaws.
Section 12.3 Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.
I, the undersigned, being the Secretary of the Board of Directors of the Democratic Women of Boulder County, a Colorado nonprofit corporation (the “Corporation”), do hereby certify that the Bylaws of the Corporation were duly adopted by the Board of Directors effec-tive as of the 24th day of February, 2012.
A true, correct and complete copy of the Bylaws of the Corporation as so adopted and in-cluded in the minutes of proceedings referred to above is attached hereto and incorporated here-in.
I have hereunto set my hand this ______ day of ____________, 2012.
By: _________________________________________________
Name: Linda Flack
Title: Secretary