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Unincorporated nonprofit (501 (c) (3) ) pending By-Laws

Section 2.11. Miscellaneous Duties and Powers

In addition to the foregoing specifically enumerated duties and powers, the several officers and individual Directors of the corporation shall be charged with auch other duties and shall have such have such other powers (to the extent permitted by law) as may be delegated to them from time to time by the Board of Directors or any officer herein authorized so to do or as may be imposed upon them by law.

Article 111

Meeting of Members

Section 3.1. Annual Meeting

The annual meeting of meembers shall be held every year in January unless the Directors appoint some other date other or place. At such meeting the members shall elect the Directors, hear the report of the treasurer and transact such other business as may otherwise properly come befor the meeting. In the event that for any reason the annual meeting shall not be held as herein provided, a special meeting of the Members shall be held in lieu of and for the purposes of the annual meeting with all the force and effect of an annual meeting.

Section 3.2. Special Meetings

Special meetings of the Members may be called at any time by the President, or by majority of the Diirectors.

Section 3.3. Notice

A written or printed notice of any annual or special meeting of the Members, stating the place, day, and purposes (which shall not be exclusive ) of such meeting, shall be sent to each Member by the person authorized by these By-Laws to call a meeting, at least seven (7) days befor the date of the meeting.

Section 3.4. Quorum

One-third-plus-one members of the corporation shall constitute a quorum at a meeting of members. Less than a quorum of voting members may adjourn any meeting of the members and an adjourned meeting may be held with out futher notice provided a quorum is present.

Section 3.5. Vote Required

If a quorum is eepresented at a meeting, the affirmative vote of a majority of the Members who are present or duly represented by proxy at the meeting shall decide any and all matters that come before any such meeting,

Section 3.6.Method of Voting and Proxies.

Each Member of the Corporation shall be entitled to vote at any meeting of the Members of Corporation or at any adjournment therefor. Members may vote either in person or by written proxy dated no more than six months before the meeting named therein, which proxy shall be filed befor being voted with the clerk's delegate responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting, Voting members may request a s mail ballot which must then be filed with the Clerk, or the Clerk's delegate, at least two working days prior to the casting of the vote. Amember may revoke such proxy and vote in person if he/she so chooses,(Action in respect of any matter ahall be by ballot upon request of any Member.