BYLAWS OF CENTRAL OREGON VETERANS OUTREACH, INC.,

An Oregon Nonprofit Charitable Corporation

ARTICLE I. NAME, PURPOSE AND SCOPE OF PURPOSE

Section 1.1 -Name.

The name of the corporation shall be, "Central Oregon Veterans Outreach, Inc."

Section 1.2 - Purpose.

Central Oregon Veterans Outreach, Inc. [hereinafter, "COVO"], is organized exclusively for charitable and educational purposes, more specifically to establish a centrally accessible, veteran-friendly outreach center and to provide a one-stop venue to identify veterans in need and provide resources directed at supporting and improving the living conditions of the veteran population of Central and Eastern Oregon. Through active fundraising, community education and public support, COVO and the outreach center will serve to advocate on behalf of all military veterans in mitigating the often permanent, yet invisible, scars of having gone to war.

Section 1.3 - Scope of Purpose.

The services and resources provided by COVO and the outreach center shall include, but is not limited to, initial intake assessment; assisting in the U.S. Department of Veterans Affairs and State of Oregon veterans' benefits and claims processes; identifying physical, mental health, emotional and social health issues and making referrals to the appropriate federal, state, or local agency; emergency and transitional shelter and sustenance; job training and employment services; and crisis intervention. COVO and the outreach center shall not provide direct treatment services for medical, mental health, or substance abuse matters.

ARTICLE II. OFFICES.

Section 2.1- Business Office.

The corporation's principal office shall be located within the boundaries of Deschutes, Crook and Jefferson Counties, State of Oregon. The corporation's most current Annual Report, filed with the Oregon Secretary of State, shall identify the location of the principal office. The corporation may have other offices within the State of Oregon and the Board of Directors may designate the location of these other offices. The secretary of the corporation shall maintain a copy of the records required by Section 2.1 at the principal office.

Section 2.2 - Registered Office.

The corporation's registered office shall be located within the boundaries of Deschutes, Crook and Jefferson Counties, State of Oregon, at the address of the corporation's registered agent. The location of the registered office may, but need not be, identical with that of the principal office. The Board of Directors may change the registered agent and the address of the registered office from time to time, upon filing the appropriate statement with the Oregon Secretary of State.

ARTICLE III. RECORDS.

Section 1.1 - Corporate Records.

1. Minutes and Accounting Records. The corporation shall keep a permanent record of the minutes of all meetings of its board of directors, a record of all actions taken by the board of directors without a meeting, and a record of all actions taken by a committee of the board of directors acting in place of the board and on behalf of the corporation. The corporation shall maintain appropriate accounting records.

2. Form. The corporation shall maintain its records in written for or in another form capable of conversion into written form within a reasonable time.

3. Other Records. The corporation shall keep a copy of the following records at its principal office or at a location from which the records can be recovered within two business days.

1. Its article or restated articles of incorporation and all amendments to them currently in effect;

2. its bylaws or restated bylaws and all amendments to them currently in effect; resolutions adopted by the board of directors;

3. the financial statement furnished for the past three years to the board of directors;

4. a list of the names and business addresses of its current directors and officers;

5. its most recent annual report delivered to the Oregon Secretary of State.

ARTICLE IV. BOARD OF DIRECTORS.

Section 4.1 - General Powers.

All corporate powers shall be exercised by, or under the authority of the board of directors. The business and affairs of the corporation shall be managed under the direction of the board of directors.

Section 4.2 - Number and Tenure of Directors.

The authorized number of directors shall not be less than seven (7) or more than thirteen (13), until changed by a duly adopted amendment to these bylaws. Each director shall have one vote on any matter that comes before the board. At the inception of the corporation, the number of directors shall be seven (7). The directors shall be composed of the officers of the corporation and such number of at-large directors as will give the board an uneven number of members. There shall be an uneven number of directors, except after a resignation and until the vacancy is filled.

4.3 - Nomination of Directors.

Any person otherwise qualified to serve on the corporation's board of directors, may nominate themselves, be nominated by a sitting director, or be nominated by the nominating committee.

4.4 - Qualifications of Directors.

Any person nominated for a position on the board of directors must be willing and able to serve in that position in accordance with the mission statement and scope of purpose of COVO. The board shall be comprised, at least in part, of veterans from any era of military service. The number of directors who are veterans shall be no fewer than the same number of directors as is required for a quorum.

4.5 - Quorum.

The number of directors necessary to carry on the business of the corporation at any board of director meeting shall be two less than the total number of directors. Thus, if there are seven directors, the quorum is five directors, and so on.

4.6 - Removal of Directors.

A director may be removed, with or without cause, if a majority of the directors present at a duly constituted meeting votes for the removal. Removal is effective only if it occurs at a meeting called for that purpose. Notice must be sent to all directors that a purpose of the meeting is the removal of a director.

4.7 - Board of Director Vacancies.

If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the directors shall fill the vacancy.

If the directors remaining in office constitute less than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office. IF a director resigns effective at a specific later date, the directors may fill the vacancy before the vacancy occurs, but the new director may not take office until the vacancy actually occurs.

Section 4.8 - Advisory Members of the Board.

The board of directors may appoint advisory members to the board. Advisory members may provide the board with their advice and recommendations, such as the board may request from time to time, and shall serve as ex-officio, non-voting members of the board. Each advisory member may attend board meetings and participate in discussion.

Section 4.9 - Regular Meetings of the Board of Directors.

The board of directors shall hold a regular meeting at least once per month. One of these meetings shall be designated as the board's annual business meeting, for the purpose of electing officers and for such other matters as might be taken up at the annual business meeting. The annual meeting shall be held in the last month of the fiscal year. The board of directors may provide, by resolution, the date, time and place (which shall be within the county where the corporation's principal office is located) of additional regular meetings. Regular board of director meetings may be held by telephone conference, if convened in accordance with Section 4.11.

Section 4.10. Special Meetings of the Board of Directors.

The president of the board of directors, or a quorum of the directors then in office, may call and give notice of special meetings of the board of directors. Those authorized to call special meetings may fix any place within the county where the corporation has its principal office as the special meeting place. Special board of director meetings may be held by telephone conference, if convened in accordance with Section 4.11.

Section 4.11 - Board of Director Meetings by Telephone Conference.

If authorized by the board of directors, the board or any designated committee of the corporation may participate in a board or committee meeting by means of a telephone conference or similar communications equipment, provided all persons entitled to participate in the meeting received proper notice of the telephone meeting (see Section 4.12). A director participating in a telephone conference meeting is deemed present in person at the meeting. The chairperson of the meeting may establish reasonable rules as to the conducting the meeting by telephone.

Section 4.12 - Notice of, and Waiver of Notice for, Special Director Meetings.

1. Notice. The corporation's secretary shall give either oral or written notice of any special director meeting within a reasonable period of time before the meeting. The notice shall include the meeting date, place and hour. If the meeting is to be held by telephone conference (regardless of whether it is regular or special), the secretary must provide instructions for participating in the telephone meeting.

2. Effective Date. If mailed, notice of any director meeting shall be deemed to be effective at the earlier of:

1. five days after deposited in the United States mail, addressed to the director's business office, with postage prepaid; or

2. the date shown on the return receipt (if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director); or

3. the date when received.

3. In the case of meetings by telephone, any member of the board of directors may call each other board member by telephone no less than four hours prior to the meeting and inform each other board member of the nature of, and necessity for, the meeting. In such cases, a quorum of the board shall be required to authorize the requested telephone meeting. Once a quorum of the board has authorized the meeting, the board member calling for the meeting shall call each board member, explain the topic for decision and record the vote of each board member. Once the vote on the topic has been determined, the board member calling the meeting shall prepare a memorandum stating the nature of the meeting, the name of each director called to authorize the meeting, the name of each director participating in the meeting and voting on the subject, and the vote of each director. Thereafter, at the next regularly scheduled board meeting, the director who called the telephone meeting shall provide the memorandum to the Secretary of the corporation.

3. Waive of Notice. Any director may waive notice of any meeting. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.

A director's attendance at a meeting waives the director's right to object to lack of notice or defective notice of the meeting; this shall be true unless the director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or transacting business at the meeting, and does not vote for or assent to action taken at the meeting.

Neither the secretary nor director needs to specify in the notice or waiver of notice the business to be transacted at, or the purpose of, any special board meeting.

Section 4.13 - Directors, Manner of Acting.

1. Required Number to Constitute Act. The act of a majority of the directors present at a meeting at which a quorum is present (when the vote is taken) shall be the act of the board of directors. If no quorum is present at a meeting of directors, the directors may not take action on any board matter other than to adjourn the meeting to a later date.

2. Director Approval. The corporation shall deem a director to have approved of an action taken if the director is present at a meeting of the board unless:

1. the director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; or

2. the director's dissent from the action taken is entered in the minutes of the meeting; or

3. the director delivers written notice of dissent to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent is not available to a director who votes in favor of the action taken.

3. Abstentions. No director may abstain from any vote.

Section 4.14 - Conduct of Director Meetings.

The president, or in the president's absence, the vice-president, or in their absence, any person chosen by the directors present, shall call the meeting of the directors to order and shall act as the chairperson of the meeting. The chairperson, or the chairperson's designee, shall establish rules of the meeting that-will freely facilitate debate and decision making. The chairperson will indicate who may speak when and when a vote will be taken. The secretary of the corporation shall act as the secretary of all meetings of the directors, but in the secretary's absence, the presiding officer may appoint any other person to act as the secretary of the meeting.

Section 4.15 - Director Action Without a Meeting.

The directors may act on any matter generally required or permitted at a board meeting, without actually meeting, i£ all the directors take the action, each one signs a written consent describing the action taken, and the directors file all the consents with the records of the corporation. Action taken by consents is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be referred to as a meeting vote in any document.

Section 4.16 - Director Committees

1. Creation of Committees. The board of directors may create one or more committees and appoint members of the board to serve on them. Each committee must have 1 or more directors, who serve at the pleasure of the board of directors. Volunteers from the community may serve on these committees when appropriate.

2. Selection of Members. To create a committee and appoint members to it, the board must acquire approval by the majority of all the existing directors when the action is taken.

3. Required Procedures. Sections 4.9 through 4.15 of this Article IV, which govern meetings, notice and waiver of notice, quorum and voting requirements, conduct of the board of directors, and action without meetings, apply to committees and their members. In addition, the committees shall keep regular minutes of their proceedings and report the same to the board of directors. The committees are subject to all the procedural rules governing the operation of the board itself.

4. Authority. Each committee may exercise the specific board authority which the board of directors confers upon the committee in the resolution creating the committee. Provided, however, a committee may not:

1. approve the dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;

2. elect, appoint, or remove directors or fill vacancies on the board of directors or on any of its committees; or

3. adopt, amend, or repeal the articles or bylaws.

Section 4.17 - Compensation, Loans to, or Guarantees for Directors.

1. Director Compensation. The board of directors may, upon approval of the majority of that board, pay each director expenses, if any, for attendance at each board meeting or committee meeting of the board. The directors shall not be paid a salary or fee for attending the meeting. A director may not serve the corporation as an employee and receive compensation.

2. Loans to, or Guarantees for Directors. The corporation may not lend money to or guarantee the obligation of a director of the corporation.

Section 4.18. Board Member Service at the Outreach Center.

Board members are expected to serve as volunteers at the Outreach Center a minimum of one time per month during the calendar year.

ARTICLE V. OFFICERS.

Section 5.1. Number of Officers.

The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. The board of directors shall appoint each of these officers. The board may appoint other officers and assistant officers if it deems it necessary. If the board of directors specifically authorizes an officer to appoint one or more officers or assistant officers, the officer may do so. The same individual may simultaneously hold more than one office in the corporation.

Section 5.2 - Appointment and Term of Office.

During the directors' first tenure in office, the vice-president, secretary and two at-large directors shall serve a term of two years. Thereafter, these offices shall stand for election every three years. The president, treasurer and one at-large director shall serve a first term of three years and these offices shall stand for election every three years, thereafter. After the first board is chosen, all directors shall be elected at the annual business meeting of the board of directors. Each director shall hold office for their specified term, or until removed in accordance with Section 4.6. All directors shall be residents of the State of Oregon.

A designation of a specified term does not grant to the officer any contract rights, and the board can remove the officer at any time prior to the termination of the designated term.

Section 5.3 - Removal of Officers and Agents.

The board of directors may remove any officer or agent any time, with or without cause. The removal shall be without prejudice to the contract rights, if any, of the person removed. A board's appointment of an officer or agent shall not of itself create contract rights.

Section 5.4 - President.

The president shall be the principal executive officer of the corporation. The president shall be subject to the control of the board of directors, and shall in general oversee, in good faith, the affairs of the corporation. The president shall, when present, preside at all meetings of the board of directors. The president may sign, with the secretary or any other proper officer of the corporation that the board has authorized, corporation deeds, mortgages, bonds, contracts, or other board authorized instruments.

Section 5.5 - The Vice-President.

The vice-president shall perform, in good faith, the president's duties if the president-is absent, dies, is unable or refuses to act. If the vice-president acts in the absence of the president, the vice-president shall have all presidential powers and be subject to all the restrictions upon the president. If the vice-president is unable or refuses to act, then the secretary shall perform the presidential duties. The vice-president shall perform any other duties that the president or board may assign to-the vice-president.

Section 5.6 - The Secretary.

The secretary shall in good faith: (1) create and maintain one or more books for the minutes of the proceedings of the board of directors; (2) provide that all notices are served in accordance with these bylaws or as required by law; (3) be custodian of the corporate records; (4) when requested or required, authenticate any records of the corporation; (5) keep a current register of the post office address of each director; and (6) in general perform all duties incident to the office of secretary and any other duties that the president or the board may assign to the secretary.

Section 5.7 - The Treasurer.

The treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the corporation; (2) receive and give receipts for moneys due and payable to the corporation from any source, and deposit all moneys in the corporation's name in banks, trust companies, or other depositories that the board shall select; (3) submit the books and records to a Certified Public Accountant or other accountant for annual audit or review; and (4) in general perform all of the duties incident to the office of treasurer and any other duties that the president or board may assign to the treasurer. if required by the board of directors, the treasurer shall give a bond for the faithful performance of the treasurer's duties and as insurance against the misappropriation of funds. If a bond is required, it shall be in a sum and with the surety or sureties that the board of directors shall determine.

Section 5.8 - Loans or Guarantees for Officers.

The corporation may not lend money to or guarantee the obligation of an officer of the corporation.

ARTICLE VI. NOTIFICATION OF ATTORNEY GENERAL.

Section 6.1 - Notification of Attorney General.

1. Pursuant to Oregon Revised Statutes, Section 128.660, when the corporation has received property for charitable purposes, the secretary of the corporation shall file with the Attorney General, upon the corporation's receiving possession or control of such property, a copy of the articles of incorporation, trust agreement or other instrument providing for title, powers or duties.

2. Pursuant to Oregon Revised Statutes, Section 128.670, the secretary of the corporation shall, in addition to filing copies of the instruments previously required, file with the Attorney General periodic written reports setting forth information as to the nature of the assets held for charitable purposes and the administration thereof by the corporation or trustee.

3. The first report to the Attorney General shall be filed not later than four months and 15 days following the close of the first calendar or fiscal year of the corporation in which any part of the income or principal is authorized or required to be applied to a charitable purpose. Subsequent annual reports shall be submitted not later than four months and 15 days following the close of each calendar or fiscal year adopted by the corporation.

4. The secretary of the corporation shall notify the Attorney General of the State of Oregon when dissolution, indemnification, merger, removal of directors, and the sale of assets (as defined in the Oregon Charitable Trust and Corporation Act) occur. The secretary shall deliver notice in the manner required by each event and cooperate with the Attorney General and the Secretary of State in providing necessary information.

5. Dissolution.

1. In the event of dissolution, the secretary shall give the Attorney General written notice that the corporation intends to dissolve at or before the time the secretary delivers articles of dissolution to the secretary of state. The notice must include a copy or summary of the plan of dissolution.

2. The corporation shall not transfer or convey assets as part of the dissolution process until 20 days after the secretary has given the written notice required by section 6.1 to the Attorney General or until the Attorney General has consented in writing to the dissolution or indicated that the Attorney General will not take action in respect to transfer or conveyance, whichever is earlier.

3. When the corporation has transferred or conveyed all or substantially all of its assets following approval of dissolution, the board shall deliver to the Attorney General a list showing those, other than creditors, to whom the corporation transferred or conveyed assets. The list must indicate the address of each person, other than creditors, who received assets, and an indication of what assets each received.

6. Indemnification.

The secretary of the corporation must give the Attorney General written notice of its proposed indemnification of a director. The corporation may not indemnify a director until 20 days after the effective date of the written notice.

6. Merger.

The secretary of the corporation must give the Attorney General written notice of a proposed merger of the corporation, and include with the notice a copy of the proposed plan of merger, at least 20 days before consummation of any merger.

6. Removal of Directors.

The secretary of the corporation must give written notice to the Attorney General if the corporation commences a proceeding to remove any director by judicial proceeding.

6. Sale of assets.

The secretary of the corporation must give written notice to the Attorney General 20 days before it sells, leases, exchanges, or otherwise disposes of all or substantially all of its property if the transaction is not in the usual and regular course of its activities, unless the Attorney General has given the corporation a written waiver of this subsection.

ARTICLE VII. INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS,

AND EMPLOYEES.

Section 7.1 - Indemnification of Directors.

1. General. An individual made a party to a proceeding because the individual is or was a director of the corporation may be indemnified against liability incurred in the proceeding, but only if the indemnification is both:

1. determined permissible and

2. authorized, as defined in subsection (b) of this section 7.1 (The indemnification is further subject to the limitation specified in subsection (d) of section 7. 1.)

2. Determination and Authorization. The corporation shall not indemnify a director under section 7.1 of Article VII unless:

1. Determination. Determination has been made in accordance with procedures set forth in the Oregon Nonprofit Corporation Act that the director met the standard of conduct set forth in subsection (c) below, and

2. Authorization. Payment has been authorized in accordance with procedures listed in the Oregon Nonprofit Corporation Act based on a conclusion that the expenses are reasonable, the corporation has the financial ability to make the payment, and the financial resources of the corporation should be devoted to this use rather than some other use by the corporation.

3. Standard of Conduct. The individual shall demonstrate that:

1. the individual acted in good faith; and

2. the individual reasonably believed:

1. in acting in an official capacity with the corporation, that the individuals conduct was in the corporation's best interests;

2. in all other cases, that the individuals conduct was at least not opposed to the corporation's best interests; and

3. in the case of any criminal proceeding, that the individual had no reasonable cause to believe that the conduct was unlawful.

A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of subsection (c)(2)(ii).

The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, is not, of itself, a determination that the director did not meet the standard of conduct described in this section.

3. No indemnification Permitted in Certain Circumstances. The corporation shall not indemnify a director under section 7.1 of Article VII if:

1. the director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; or

2. the director was adjudged liable in any other proceeding charging that the director improperly received personal benefit, whether or not the individual acted in an official capacity.

5. Indemnification Limited. Indemnification permitted under section 6.1 of Article VI in connection with a proceeding by the corporation or in the right of the corporation is limited to the reasonable expenses incurred in connection with the proceeding.

Section 7.2 - Advance Expenses for Directors.

The company may pay for or reimburse, in advance of final disposition of the proceeding, the reasonable expenses incurred by a director who is a party to a proceeding if:

1. by following the procedures of the Oregon Nonprofit Corporation Act the board of directors determined that the director met requirements (3)-(5) listed below; and

2. the board of directors authorized an advance payment to a director; and

3. the director has furnished the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described-in section 6.1 of Article VII; and

4. the director has provided the corporation with a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; the director's undertaking must be an unlimited general obligation, but need not be secured, and the corporation may accept the undertaking without reference to financial ability to make repayment; and

5. the board of directors determines that the facts then known to it would not preclude indemnification under section 7.1 of this Article VII or the Oregon Nonprofit Corporation Act.

Section 7.3 - Indemnification of Officers, Agents and Employees.

The board of directors may choose to indemnify and advance expenses to any officer, employee, or agent of the corporation applying those standards described in sections 7.1 and 7.2 of Article VII.

Section 7.4 - Mandatory Indemnification.

Notwithstanding any other provisions of these bylaws, the corporation shall indemnify a director or officer, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he or she is or was a director or officer of the corporation, against expenses incurred by the director or officer in connection with the proceeding.

ARTICLE VIII. CONTRACTS, LOANS, CHECKS AND DEPOSITS;

SPECIAL CORPORATE ACTS.

Section 8.1 - Contracts.

The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instruments in the name of and on behalf of the corporation and such authorization may be general or confined to specific instruments.

Section 8.2 - Loans.

The corporation shall not allow anyone to contract on behalf of it for indebtedness for borrowed money unless the board of directors authorizes such a contract by resolution. The corporation shall not allow anyone to issue evidence of the corporation's indebtedness unless the board of directors authorizes the issuance by resolution. The authorization may be general or specific.

Section 8.3 - Checks, Drafts, etc.

The board of directors shall authorize by resolution which officer(s) or agent(s) may sign and issue all corporation checks, drafts or other orders for payment of money, and notes or other evidence of indebtedness. The board of directors shall also determine by resolution the manner in which these documents will be signed and issued.

Section 8.4 - Deposits.

The treasurer of the corporation shall oversee the deposit of all funds of the corporation, in banks and other depositories; the board of directors shall authorize by board resolution the exact location of the banks and depositories.

ARTICLE IX. PROHIBITED TRANSACTIONS.

Section 9.1 - Prohibited Transactions

1. Prohibition Against Sharing in Corporation Earnings. No director, officer, employee, committee member, or person connected with the corporation shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation; provided that this shall not prevent the corporation's payment to any person of reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as determined by the board of directors.

2. Other Prohibitions. Neither the corporation, nor its directors, nor its officers have any power to cause the corporation to do any of the following with Related Parties:

1. make any substantial purchase of securities or other property, for more than adequate consideration in money or money's worth;

2. sell any substantial part of its assets or other property, for less than an adequate consideration in money or money's worth.

For the purpose of this subsection, Related Parties means any person who has made a substantial contribution to the corporation, or with a brother, sister, spouse, ancestor, or lineal descendant of the person giving, or with a corporation directly or indirectly controlled by the person giving.

Section 9.2 - Prohibited Activities.

Notwithstanding any other provisions of these bylaws, no director, officer, employee or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an exempt organization under section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may later be amended, or by an organization, contributions to which are deductible under section 170(d)(2) of the Internal Revenue Code of 1986 and regulations as they now exist or as they may later be amended.

Section 9.3 - Corporate Funds Used For Indemnification.

Corporate funds may be used to benefit officers and directors by way of indemnification, but only if such indemnification is authorized by Article VI of these bylaws.

ARTICLE X. AMENDMENTS.

Section 10.1 -Amendments.

These bylaws may be amended, altered, repealed or enhanced by an affirmative vote of a simple majority of the entire board of directors.

These bylaws were adopted by the unanimous consent of the board of directors on _______________, 2005.

AMENDMENT TO BYLAWS #1

Subject: An amendment to Bylaw 4.5, Quorum.

Current Bylaw: The number of directors necessary to carry on the business of the corporation at any board of directors meeting shall be two less than the total number of directors. Thus, if there are seven directors, the quorum is five directors and so on.

Proposed Bylaw: The number of directors necessary to carry on the business of the board of directors shall be a simple majority of the total number of directors. Thus, if there are nine directors, the quorum is five directors, and so on.

VOTE: AYE 6 NAY 0

DATE: April 12, 2005

AMENDMENT TO BYLAWS #2

Subject: An amendment to Bylaw 4.2, Number and Terms of Directors. Current Bylaw: The authorized number of directors shall not be less than seven (7) or more than thirteen (13), until changed by a duly adopted amendment to these bylaws. Each director shall have one vote on any matter that comes before the board. At the inception of the corporation, the number of directors shall be seven (7). The directors shall be composed of the officers of the corporation and such number of at-large directors as will give the board an uneven number of members. There shall be an uneven number of directors, except after a resignation and until the vacancy is filled.

Proposed Bylaw: The authorized number of directors shall not be less than seven (7) or more than thirteen (13), until changed by a duly adopted amendment to these bylaws. Each director shall have one vote on any matter that comes before the board. The number of directors shall be nine (9). The directors shall be composed of the officers of the corporation and such number of at-large directors as will give the board an uneven number of members. There shall be an uneven number of directors, except after a resignation and until the vacancy is filled.

VOTE: AYE 6 NAY 0

DATE: April 12, 2005

AMENDMENT TO BYLAWS #3

Subject: An amendment to the Bylaws-Add Bylaw 4.19: Vote of Officer or Director by Proxy.

Current Bylaw: None.

Proposed Bylaw: At any duly constituted meeting of the board of directors, including meetings by telephone or other authorized electronic communications, any director who is unable to attend said meeting may give his or her proxy to vote on any matter coming before the board to any other director of the corporation. The director receiving the proxy must vote in accordance with the wishes of the director granting the proxy. Any such proxy given by one director to another director, must be submitted in writing to the Secretary of the corporation no later than the next meeting of the board of directors after the proxy vote is given. The actions of the board of directors based upon proxy votes shall not become official until the written proxy authorization is received by the Secretary.

VOTE: AYE 6 NAY 0

DATE: April 12, 2005

Amendment to Bylaws #4

Subject: An amendment to the Bylaws - Amend Bylaw 4.9: Regular Meetings of the Board of Directors.

Current ByLaw: Section 4.9 - Regular Meetings of the Board of Directors.

The board of directors shall hold a regular meeting at least once per month. One of these meetings shall be designated as the board's annual business meeting, for the purpose of electing officers and for such other matters as might be taken up at the annual business meeting. The annual meeting shall be held in the last month of the fiscal year. The board of directors may provide, by resolution, the date, time and place (which shall be within the county where the corporation's principal office is located) of additional regular meetings. Regular board of director meetings may be held by telephone conference, if convened in accordance with Section 4.11.

Proposed ByLaw Section 4.9 - Regular Meetings of the Board of Directors

Regular meetings of the Board of Directors shall be held at a time and place to be determined by the Board of Directors. No other notice of date, time, place, or purpose is required.

VOYR: AYE: 7 NAY: 1

DATE APPROVED: May 19, 2010