11. Notice of Meetings:  Notice of every meeting of the members shall be given by the Secretary, or in the case of his absence or disability, by any other officer, to each member by leaving with such member either at his residence or usual place of business, at least five (5) days before the meeting, or by mailing, postage prepaid and addressed to each such member at his address as it appears on the books of the corporation, at least five (5) days prior to the meeting, a written or printed notice stating the time and place of the meeting. If the meeting is a special meeting, the notice shall state generally the business to come before the meeting.

No notice of the time, place or purpose of any meeting of the members shall be required if every member of record is present or if such members of record are not present, waive notice in writing.

12. Fifty (50%) percent of the members of the corporation shall be necessary to constitute a quorum at meetings of the members. When a quorum is present at any meeting, a majority of the members represented there shall decide any questions brought before such meeting. In the absence of a quorum, those present may adjourn the meeting from day to day, but until a quorum is secured, no business shall be transacted.

13. Proxies: Any member entitled to vote may be represented at any regular meeting or special meeting of the members by a duly executed proxy. Proxies shall be in writing and signed by the member, but shall require no other attestation.

14. Officers' Meetings: The President, if present, shall preside at all meetings of the members. In his absence, the next officer in due order who may be present, shall preside. For the purpose of these By-Laws, the due order of officers shall be as follows:

President
Vice-President
Secretary
Treasurer

The secretary of the corporation shall keep a true and faithful record of the proceedings of all members' and directors' meetings.

15. Order of Business: The order of business at the annual meeting of the members, and insofar as practicable at all other meetings of the members, shall be as follows:

1. Calling of Roll
2. Proof of Due Notice of Meeting
3. Reading and disposal of any unapproved Minutes
4. Annual Report of Officers and Committees
5. Election of Directors
6. Unfinished Business
7. New Business
8. Adjournment

ARTICLE 4
BOARD OF DIRECTORS


1. Number and authority: The business and affairs of this corporation shall be managed by a Board of Directors which shall consist of not less than three (3) members. The first Board of Directors shall be elected by the incorporators and need not be members of the corporation. Thereafter, all of the Board shall consist of members of the corporation.

2. Vacancies: Any vacancy occurring in the membership of the Board of Directors may be filled for his/her unexpired term by a majority vote of the remaining members. In the event that the membership of said Board of Directors falls below the number necessary to constitute a quorum, a special meeting of the members shall be called and such number of directors shall be elected thereat as is necessary to restore the membership of said board to its full number.

3. Regular Meetings: Regular meetings of the Board of Directors may be held without notice at the principal office of the corporation or at any other place or places, as the Board of Directors may from time to time designate.

4. Special Meetings: Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or President, or in their absence, by any Vice-President or by any two Directors, to be held at the principal office of the corporation or at such other place or places, as the Directors may from time to time designate. Special meetings may be held at any time and in any place without notice, by unanimous consent of the Directors.

5. Notice of Meetings: The secretary shall notify each member of the Board of all regular or special meetings, by mailing to each member at his last known post office address, postage pre-paid, at least five (5) days prior to the date set for such meeting, a written notice or printed notice thereof giving the time and place and in case of special meetings, the objects thereof, and no business shall be considered at a special meeting other than that set forth in such notice. No failure or irregularity of notice of any regular meeting shall invalidate the same or any proceeding thereof.

No notice of the time, place or purpose of any meeting of the directors shall be required if every director is present, or if such directors are not present, waive such notice in writing.

6. Quorum: The majority of the Board of Directors shall constitute a quorum and a majority of the members in attendance at any Board Meeting shall, in the presence of a quorum, decide its action. A majority of the Board present at any regular or special meeting may, in the absence of a quorum, adjourn the meeting to a later date, but shall not transact any business until a quorum has been secured.

7. Order of Business: The regular order of business meetings of the Board of Directors shall be as follows:

1. Reading and Disposal of any Unapproved Minutes
2. Reports of Officers and Committees
3. Unfinished Business
4. New Business
5. Adjournment


ARTICLE 5
OFFICERS


1. The officers of the corporation shall be a President, Vice-President, Secretary and Treasurer. The first officers shall be elected by the Directors at their first meeting. Thereafter the officers shall be elected by the Directors at their first meeting after the annual meeting of the membership and they shall hold office until their successors are elected. All officers must be members of the corporation.

2. The President: Subject to the direction of the Board of Directors, the president shall be the chief executive officer of the corporation, and shall perform such other duties as from time to time may be assigned to him by the Board. The President shall be ex-officio and member of all committees.

3. The Vice-President: The Vice-President shall have such power and perform such duties as may be assigned to him by the Board of Directors or the President. In case of the absence of or disability of the President, the duties of that officer shall be performed by the Vice-President.

4. The Secretary: The secretary shall keep the minutes of all proceedings of the Board of Directors and all committees and minutes of the members' meetings in books provided for that purpose; he/she shall have custody of the corporate seal and such books and papers as the Board may direct, and he/she shall in general perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors and the President. He/She shall also perform such other duties as may be assigned to him by the President or by the Board.

5. The Treasurer: The Treasurer shall have the custody of all receipts, disbursements, funds and securities of the corporation and shall perform all duties incident to the office of Treasurer, subject to the control of the Board of Directors and the President. He/She shall also perform such other duties as may, from time to time, be assigned by him/her by the Board or the President. If required by the Board, he/she shall give a bond for the faithful discharge of his/her duties in such sum as the Board may require.





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