The Articles and Bylaws

 Articles and Bylaws of MRG Media Inc.

ARTICLE 1

MRG Media Inc

3 West Douglas Ct

Smithsburg, MD 21783

1.1. The name of this nonprofit corporation, organized under the Nonprofit Corporation Act of the State of Maryland, is MRG Media (hereinafter “Corporation”).

1.2. The Corporation situated in the State of Maryland at such specific location as the Board of Directors shall determine from time to time. The Board of Directors may also determine to have such other offices as the Corporation requires.

ARTICLE 2

PURPOSE

2.1. General Purpose. The Corporation is organized and operated for the following general purposes:

(a) Exclusively for producing and broadcasting religious radio programs for purposes within the meaning of 501(c)(3) of the Internal Revenue Code of 1986 (as amended) or the corresponding provision of any future United States internal revenue law, including for such purposes, the making of distributions to organizations which are recognized as exempt from tax under such 501(c)(3).

(b) To exercise such rights, powers, duties, and authority of a nonprofit corporation organized under the Nonprofit Corporation Act of the State of Maryland that are consistent with the preceding paragraph.

2.2. Specific Purposes. The specific purposes of the Corporation include, without limitation, the following:

(a) Interview educational experts, inspirational authors, and artists.

(b) Edit and produce radio, television, and live streaming programs for nonprofit radio/TV.

(c) Provide completed programs to networks and independently owned stations.

(d) Attend conventions and conduct educational workshops in conjunction with the broadcasting ministry.

(e) Provide education and support to homeschooled students.

ARTICLE 3

MEMBERSHIP

3.1. Membership. The Corporation shall have no members other than the persons elected or appointed as members of the Board of Directors, who shall be considered to be the members of the Corporation for any statutory provision or rule of law relating to members of a non-stock nonprofit corporation.

3.2. Qualifications For Membership. The members of the Corporation shall consist of such persons as: 

1) Apply for membership on a form approved by the Board of Directors; 

2) Are members of the Corporation; 

3) Subscribe to the purposes and goals of the Corporation; 

4) Agree to abide by the Bylaws of the Corporation as amended from time to time.

3.3 Voting Rights. Each member in good standing shall be entitled to cast one vote with respect to those matters submitted to the members for action or approval. There shall not be any voting members by proxy. 

3.4 Membership Dues. There shall be no dues or assessments imposed upon or required by members of this Corporation.

3.5 Meetings of Members. The annual meeting of the voting members shall be held the first week of each year, or such other times as the Board of Directors may fix in the notice of such meeting, at the principal place of business of the Corporation or in such other place as may be designated by the Board of Directors. Should the days herein fixed for the annual meeting fall upon a legal holiday, such meeting shall be held at the same time and place on the next day which is not a legal holiday.

At each annual meeting, the directors of the Corporation shall be elected. If such a meeting is not held or if directors are not elected thereat, they may be elected in any special meeting of the voting members held for that purpose.

Special meetings of the voting members for any purpose or purposes may be called at any time by the President, or by a majority of the directors, or upon written petition by at least ten percent (10%) of the voting members.

3.6 Notice of Meetings of Members. Notice of each regular and special meeting shall be given to each member entitled to vote thereat, personally, by prepaid mail, by facsimile transmission, or other electronic means, addressed to each member at the address appearing on the books of the Corporation. Such notices shall be sent not less than ten (10) and not more than sixty (60) days before each meeting, and shall specify the place, day, and hour of the meeting and shall state the general nature of the business to be considered in such meeting. The notice of the annual meeting shall be designated.

3.7 Quorum. Fifty percent (50%) of the voting members shall constitute a quorum.  The members present in person at such a meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a majority vote of the members present.

3.8 Termination of Membership. The membership of each member of the Corporation will terminate upon the member’s death, resignation, or expulsion. Unless otherwise determined by the Board of Directors, each member’s membership will immediately terminate if his or her lifestyle is not in harmony with the standards of the Corporation.

ARTICLE 4

DIRECTORS

4.1. Powers. Subject to any limitations of the Articles of Incorporation, the Maryland Nonprofit Corporation Act, or these Bylaws, all corporate powers shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:

(a) To appoint and remove all officers of the Corporation subject to such limitations as may appear in the Bylaws, and to prescribe such powers and duties for the officers as may not be inconsistent with law, with the Articles of Incorporation, or the Bylaws.

(b) To conduct, manage, and control the affairs of the Corporation, and to make such rules and regulations therefor, not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best.

(c) To designate any place for the holding of any Board of Directors meeting, to change the principal office of the Corporation for the transaction of its business from one location to another; to adopt, make, and use a corporate seal and to alter the form of such seal from time to time, as, in their judgment, they may deem best, provided such seal shall at all times comply with the provisions of law.

(d) To borrow money and incur indebtedness for the Corporation and to cause to be executed and delivered therefor, in the Corporation’s name, promissory notes.

(e) To manage in such a manner as they may deem best, all funds and property, real and personal, received and acquired by the Corporation, and to distribute, loan, or dispense the donations as appropriate.

(f) To create such trusts, foundations, and subsidiaries, as the Board of Directors shall deem necessary and to appoint the trustees, directors, or other governing officials of such legal entities.

4.2. Number of Directors. The number of directors constituting the entire Board shall be a minimum of one (1) and a maximum of eight (8), as fixed by resolution of the Board. Subject to the foregoing, the number of directors may be determined from time to time by action of the Board of Directors, provided that any action by the Board of Directors to affect such increase above the maximum or decrease below the minimum shall require the vote of at least two-thirds of all directors then in office. No decrease in the number of directors shall shorten the term of any director then in office.

4.3. Qualifications for Office. Every director must be a member in good standing of this Corporation. Each director must be a U.S. citizen. No person who is holding public office is eligible to be a director. Each director is to be selected for knowledge of the charitable needs of the listening community and shall serve without compensation except for reasonable expenses incurred for the Corporation. Directors appointed by the holder of any office or an officer or board of any other organization are to act in their own right and not represent any interest or group. Each director shall be at least 18 years of age.

4.4. Election of Directors. The Board of Directors shall choose its own members. The term of each director, upon being elected to office, shall begin immediately.

4.5. Ordination of Ministers. The process for the ordination of ministers shall be as follows: 

Individuals will be recruited who have a dedicated walk with God. And who embrace the mission of MRG Media Ministries and subsidiaries (i.e., Homeschool Companion). 

Required qualifications shall include at least 12 hours of academic coursework in leadership, communications, religion, and Bible education. 

During the interview and screening process, the proposed minister will be asked about religious experience, volunteer work, and leadership experience. At least three references will verify the proposed minister’s character reference. In addition, state and federal clearances will be required.

Human resource files will be kept on all ministers and teachers within the organization. There will be a formal commissioning every five years. Once a minister is commissioned, s/he will be reviewed every ten years. A formal process will be adhered to and kept in the human resource files. All ministers of this organization are required to attend the board of trustees meetings.

Worship meetings are conducted weekly, with additional daily devotionals. Students are encouraged to attend weekly church services along with their Bible classes. 

4.6. Term of Office. The regular term of office for each director shall be 3 years, unless sooner terminated by death, incapacity, resignation, or removal. Directors may be elected or appointed to no more than three (3) successive terms. A director who has served all or part of three (3) successive terms shall be ineligible for reelection for one (1) year. All directors shall hold office until the expiration of the term for which each was elected, until a successor has been duly elected and qualified, or until the director’s prior resignation or removal as hereinafter provided.

4.7. Staggering Terms. The terms of the directors shall be staggered. To stagger the terms of the directors, as close as possible to one-third of the directors shall be selected each year. To stagger the terms of the initial directors, upon the effective date of these Bylaws or upon the installation of the initial directors, whichever occurs later, the directors shall draw lots to determine which individual shall serve for an initial term of one, two, or three years.

4.8. Nomination of Directors. At least forty-five (45) days before the annual meeting of the voting members, the Nominations Committee shall present a list to the Secretary containing the names of eligible nominees as directors for the ensuing year. The said list shall contain the names of at least one eligible nominee for each vacancy. The Secretary shall mail a notification of the annual meeting of the voting members and a list of nominees to the voting members at least thirty (30) days prior thereto. Nominations for directors may also be received from the floor during any meeting of the voting members at which directors are to be elected.

4.9. Removal, Resignation. Cause for removal exists (without limiting other causes for removal) whenever a director:

(a) fails to attend three (3) consecutive regular meetings of the Board of Directors, notwithstanding that he or she otherwise qualifies for office;

(b) is convicted of a felony;

(c) has committed a material breach of his or her fiduciary duty;

(d) has committed an act of moral turpitude; or

(e) ceases to be a member in good standing of the Corporation while a director.

4.10. Existence of Vacancies. A vacancy in the Board of Directors exists in cases of the happening of any of the following events:

(a) The death, incapacity, resignation, or removal of any director.

(b) The authorized number of directors is increased.

(c) At any meeting of the voting members at which a director is to be elected, but the voting members fail to elect the full authorized number of directors to be voted for at that meeting. 

4.11. Filling of Vacancies. Vacancies that occur on the Board of Directors are to be filled by a majority vote of the remaining directors. A director so chosen shall serve for the balance of the unexpired term of the vacant office. If the Board of Directors accepts the resignation of a director, tendered to take effect at a future time, the Board may elect a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning director However, the Board has the power to fill or leave unfilled, until the next election, all vacancies occurring on the Board, including those created by an authorized increase in the number of directors. If the Board decides not to fill a vacancy for a director whose office is subject to election by the voting membership, the President may call a special meeting of the voting members to elect such director. If less than a quorum of the Board remains to fill vacancies, then in that event, a vote of one hundred percent of the remaining directors shall be required to fill any vacancy.

4.12. Place and Number of Meetings. Meetings of the Board of Directors shall be held at any place which has been designated from time to time by resolution of the Board or by written consent of all directors. In the absence of such designation, meetings shall be held at the principal office of the Corporation. The Board shall hold at least three (3) meetings each calendar year.

4.13. Annual and Special Meetings. The annual meeting of the voting members shall be held the first week of each year, or such other times as the Board of Directors may fix in the notice of such meeting, at the principal place of business of the Corporation or in such other place as may be designated by the Board of Directors. Should the days herein fixed for the annual meeting fall upon a legal holiday, such meeting shall be held at the same time and place on the next day which is not a legal holiday.

The directors of the Corporation shall be elected at each annual meeting. However, if such a meeting is not held or if directors are not elected thereat, they may be elected in a special meeting of the voting members held for that purpose.

Special meetings of the voting members for any purpose or purposes may be called at any time by the President, or by a majority of the directors, or upon written petition by at least ten percent (10%) of the voting members.

4.14. Notice of Meetings. A regular meeting of the directors may be held without prior notice. Notice of the time and place of special meetings of the Board shall be given personally to the directors or sent by mail or other forms of communication, charges prepaid, addressed to the director at their address as shown upon the records of the Corporation at least three (3) days in advance of such meeting. Such notice shall state the general nature of the business to be considered at the special meeting.

4.15. Ex Officio Board Advisors. All current officers of the Corporation and the immediate past President of the Corporation, to the extent such persons are not elected directors, shall be ex officio advisors to the Board of Directors. Ex officio advisors are entitled to attend and participate in meetings of the Board of Directors, but not to vote in the ex officio capacity. However, the immediate past president may vote solely in the event of a tie vote among directors present at a duly convened meeting of the Board to break the tie. Current officers shall be ex officio advisors so long as they are officers of the Corporation. The immediate past president shall be an ex officio advisor for a term of one (1) year.

ARTICLE 5

OFFICERS

5.1. Responsibility. All officers are subordinate to and responsible to the Board of Directors.

5.2. Number and Selection. The Board of Directors shall appoint a President, a Secretary, and a Treasurer, and one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as they may determine. A person may hold more than one office.

5.3. Resignation and Removal. The resignation of any officer shall be tendered in writing to any other officer and shall be effective as of the date stated in the resignation. Any officer may be removed during their term by a majority vote of the Board of Directors whenever, in their judgment, removal would serve the best interests of the Corporation. Such removal shall terminate all authority of the officer, except that any rights to compensation and other perquisites shall depend on the terms of the officer’s employment and the circumstances of removal.

5.4. President. The President shall be the chief executive and operating officer of the Corporation, and subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business affairs and property of the Corporation. The President shall preside at all meetings of the Board of Directors. The President shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws or the Board of Directors.

5.5. Vice President. At the request of the President, or in the President’s absence or disability, the Vice President shall perform all the duties of the President. When so acting, the Vice President shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned by the President or the Board of Directors or as may be provided in these Bylaws.

5.6. Secretary. The Secretary shall cause to be kept at the principal office of the Corporation, the Secretary’s principal place of business, or such other place as the Board of Directors may order, the official seal of the Corporation, the membership book, and a book of minutes of all meetings of directors and members. The Secretary shall keep a membership book containing names and addresses of each member, and the date upon which the membership ceased. The Secretary shall give the notices of the special meetings of the voting members as provided in these Bylaws. The Secretary shall also maintain and protect a file of all official and legal documents of the Corporation. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors or the Bylaws.

5.7. Treasurer. The Treasurer shall have custody of all Corporation funds; keep full and accurate accounts of all receipts and disbursements of the Corporation, an inventory of assets, and a record of the liabilities of the Corporation; deposit all money and other securities in such depositories as may be designated by the Board of Directors; disburse the funds of the Corporation as ordered by the President or the Board of Directors taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the President or by the Board of Directors. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or from time to time may be assigned by these Bylaws, the Board of Directors, or the President. The Board of Directors or the President may delegate all or part of the authority and duties of the Treasurer to subordinate officers.

5.8. Salaries. The salaries of the officers, if any, of the Corporation shall be fixed from time to time by the Board of Directors. The Board of Directors may delegate to any officer the authority to fix the salary or other compensation of subordinate officers. No officer or subordinate officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the Corporation. The Board of Directors may make provision for continuance, for a reasonable period, of a reasonable portion of the salary of any officer who may become disabled during their term of office.

5.9. Annual Transition. To maintain the Corporation's continuity, officers whose terms of office have expired shall ensure the orderly transition of authority to their successors before being relieved of their responsibilities. Similarly, officers whose terms of office have expired shall take all appropriate steps to substitute their successors on all of the Corporation’s financial accounts and signature cards.

ARTICLE 6

ADMINISTRATION OF DONATIONS

6.1. Donations. All donations of any nature, unless designated for a specific purpose, shall be used for such purposes as the Board of Directors may direct. In the absence of any direction by the board, such may be used for the general purposes of the Corporation. Donations include bequests and devises of deceased persons. The Corporation may raise revenues through fundraising activities and donations at the discretion of the Board of Directors. The Board of Directors has the right to refuse any donation made or offered to the Corporation with or without cause in its sole discretion.

6.2. All Donations Subject to these Bylaws. Donors may make donations to or for the use of the Corporation by naming or otherwise identifying the Corporation in the gift transfer instrument. Each donor, by donating to or for the use of the Corporation, accepts and agrees to all the terms of these Bylaws. Further, each donor specifically provides that any fund created as a result of such donation shall be subject to the provisions in these Bylaws relating to the presumption of the donor’s intent, the variance from the donor’s directions, for amendments and dissolution, and to all other terms of these Bylaws as amended from time to time.

6.3. Segregation of Funds. No donation shall be required to be separately invested or held unless the donor so directs, or it is necessary to follow any other direction by the donor as to purpose, investment, or administration, or to prevent tax disqualification, or is required by law. However, the Board may segregate any fund whenever convenient or useful, as determined by the Board in its sole discretion. Directions for naming a fund as a memorial or otherwise may be satisfied by keeping under such name internal bookkeeping accounts reflecting the interest of such fund in each common investment.

6.4. Improper Donor Directions. If any direction by the donor, however expressed, would, if followed, result in the use of any donation or fund contrary to the charitable purposes of the Corporation, or if the Board is advised by counsel that there is a substantial risk of such result, the direction shall not be followed. It shall be varied by the Board so far as necessary to avoid such a result, except that if a donor has clearly stated that compliance with the direction is a condition of such donation, then the donation shall not be accepted in case of such advice unless an appropriate judicial or administrative body first determines that the condition and direction need not be followed. Reasonable charges and expenses of counsel for such advice and proceedings shall be proper expenses of administration.

6.5. Changed Circumstances. Whenever the Board of Directors decides that conditions or circumstances are such or have so changed since a direction by the donor as to purpose, or as to manner of distribution or use, that literal compliance with the direction is unnecessary, undesirable, impractical or impossible, or the direction is not consistent with the Corporation’s charitable purposes, it may, by affirmative vote of two-thirds (2/3) of the directors, order such variance from the direction and such application of the whole or any part of the principal or income of the fund to other charitable purposes, as in its judgment will then more effectively serve such needs. Similarly, whenever the Board decides that a donor’s directions as to investment or administration have, because of changed circumstances or conditions or experience, proved impractical or unreasonably onerous, and impedes effectual serving of such needs, the Board may likewise order a variance from such directions to the extent in its judgment is necessary.

6.6. Charitable Trusts. If a donation is made to the Corporation by means of any charitable trust or charitable trust instrument, the payments to or for the use of the Corporation shall be regarded as Corporation funds only when the Corporation becomes entitled to their use, but the Board may take such actions as it, from time to time, deems necessary to protect the Corporation’s rights to receive such payments.

6.7. Board Determinations. The Board shall, from time to time but not less frequently than annually:

(a) Determine all distributions to be made from net income and principal of each fund pursuant to these Bylaws and any applicable donor’s direction and make payments to organizations or persons to whom payments are to be made, in such amount and at such time and with such accompanying restrictions, if any, it deems necessary to assure use for the charitable purposes and in the manner intended.

(b) Determine all disbursements to be made for administrative expenses incurred by the Board and direct the respective officers as to payment thereof and funds to be charged. Disbursements for proper administrative expenses incurred by the Board, including salaries for such professional and other assistance as it from time to time deems necessary, shall be directed to be paid as far as possible, first from any funds directed by the donor for such purpose, and any balance out of other Corporation funds.

6.8. Making of Distributions. The Board may, in furtherance of the Corporation’s broadcasting purposes, when needs therefor have been determined, and with appropriate provisions to assure use solely for such purposes, direct distributions to such persons, organizations, and agencies as, in the opinion of the Board, can best carry out such purposes or help create new programs to carry out such purposes.

6.9. Distributions of Principal. Determinations may be made to distribute all or part of the principal from funds donated without directions as to principal or income, as well as pursuant to directions expressly permitting the use of principal. The Board shall, in such circumstances, inform the investment manager of the Corporation, if any, as far in advance as the Board deems practicable to permit the investment manager to adjust its investment policies accordingly and may, upon being advised as to how the desired distribution and any necessary liquidation of investments can most economically be accomplished, adjust its directions for distribution accordingly.

ARTICLE 7

PROHIBITED ACTIVITIES

7.1. Actions Jeopardizing Tax Status. This Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law.

7.2. Lobbying and Political Activities. 

(a) The Corporation shall not lobby (including the publishing or distribution of statements) or otherwise attempt to influence legislation except as authorized by a resolution adopted by the Board of Directors.

(b) The Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political or judicial campaign on behalf of any candidate for public office whatsoever.

7.3. Private Inurement. No part of the net income or net assets of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private person. However, the Corporation is authorized to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its tax-exempt purposes. 

7.4. Non-Discrimination. In the conduct of all aspects of its activities, the Corporation shall not discriminate on the grounds of race, color, national origin, or gender.

7.5. Prohibited Acts. The Corporation shall not engage in any act of self-dealing as defined in Internal Revenue Code 494(d); the Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Code 4942; the Corporation shall not own any excess business holdings that would subject it to tax under Code 4943; the Corporation shall not make any investments in such manner as to subject the Corporation to the tax imposed by Code 4944; the Corporation shall not make any taxable expenditures as defined in Code 4945(d).

7.6. Conflicts of Interest. A conflict of interest occurs when a person under a duty to promote the interests of the Corporation (a “fiduciary”) is in a position to promote a competing interest instead. Fiduciaries include all Corporation employees, directors or officers, and members of any Corporation committee. Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the Corporation and work to the detriment of the Corporation.

7.7. Typical Conflict Situations. Conflicts of interest are likely to arise whenever; a) a fiduciary has a personal interest in a vendor of goods or services to the Corporation; b) Corporation employees are loaned to other organizations, or the employees of another organization are loaned to this Corporation; c) Corporation fund raisers give financial advice to donors; or d) project funding requests are submitted by a potential or actual grant recipient with which a fiduciary is connected.

7.8. Discharging Conflicts of Interest. All conflicts of interest must be disclosed to the Board of Directors. After disclosure is made, the individual with a conflicting interest must not participate in judging the merits of that interest. That is, such an individual must abstain from voting on, or recommending a course of action with respect to, the situation giving rise to the conflict. When these are done, the conflict of interest has been properly discharged.

7.9. Preventing Conflict Situations. The Corporation, through the Board of Directors, shall encourage all fiduciaries to prevent conflicts of interest where possible.

(a) Fiduciaries should refuse to enter into self-dealing relationships with the Corporation as a vendor.

(b) Fiduciaries should not accept anything but gifts of insubstantial value from vendors.

(c) The lending of employees to, or acceptance of loaned employees from, other organizations should be avoided. If done, however, a clearly drafted contract defining wages, responsibilities, indemnification, and conditions of employment is required.

(d) Fundraisers should be advised not to recommend that making any donation to the Corporation is in the best interests of a donor.

(e) Financial, tax, and legal aspects of giving to the Corporation should be discussed with a donor only when the donor has independent financial, tax, or legal counsel present.

(f) Donors who plan to make a sizable gift in response to a personal solicitation should be encouraged to act only with the advice of independent counsel.

(g) A fiduciary should not participate in any way to submit, review, process, or make a recommendation concerning a funding proposal on behalf of any potential or actual grant recipient that employs him or her or with which the fiduciary is affiliated or related, or concerning a funding proposal for a project in which the fiduciary will participate. 

7.10. Litigation. The Corporation shall not be a voluntary party in any litigation without the prior written approval of the Board of Directors.

7.11. Prohibitions under MRG Media Bylaws. This Corporation shall not take any action or carry on any activity not permitted to be taken or carried on by MRG Media under its bylaws.

7.12. Corporation Leaders. Only voting members of the Corporation may lead Corporation meetings and other Corporation activities.

ARTICLE 8

OTHER FINANCIAL MATTERS

8.1. Property of the Corporation. The title to all property of the Corporation, both real and personal, shall be vested in the Corporation.

8.2. Dedication of Assets. This Corporation does not contemplate pecuniary gain or profit to the members thereof except as provided by law under 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time. The property of this Corporation is irrevocably dedicated to tax-exempt purposes under said 501(c)(3) as described herein, and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private persons.

8.3. Disposition upon Dissolution. Upon the dissolution or winding up of the Corporation, or in the event it shall cease to engage in carrying out the purpose and goals outlined in these Bylaws, all the business, properties, assets and income of the Corporation remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for tax exempt purposes which are reasonable related to the purposes and goals of this Corporation, as may be determined by the Board od Directors of this Corporation in its sole discretion, and which has established its tax exempt status under 501(c)(3) of the Internal Revenue Code of 1986, as amended. In no event shall any of the business, properties, assets, or income of this Corporation, in the event of dissolution thereof, be distributed to the directors, members, or officers, either for the reimbursement of any sums subscribed, donated, or contributed by the same, or for any other purposes.

8.4. Financial Accounts. The Corporation may establish one or more checking, savings, or investment accounts with appropriate financial entities or institutions as determined at the discretion of the Board of Directors to hold, manage, or disburse any funds for Corporation purposes. All checks, drafts, or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer(s) or agent(s) of the Corporation, and in such manner, as is determined by the Board of Directors from time to time.

8.5. Appointment and Employment of Advisors. The Board may, from time to time, appoint, as advisors, persons whose advice, assistance, and support may be deemed helpful in determining policies and formulating programs for carrying out the Corporation’s purposes. The Board is authorized to employ such persons, including an executive officer, attorneys, accountants, agents, and assistants, as in its opinion are needed for the administration of the Corporation and to pay reasonable compensation for services and expenses.

8.6. Auditing of Accounts. The accounts of each fund shall, without revealing the identity of any donor who directed anonymity at the time of the donation, be audited in accordance with generally accepted auditing practices by an independent auditor appointed or approved by the Board at such times as the Board may determine.

8.7. Financial Statements and Reports. An independent auditor appointed or approved by the Board shall at such time as the Board determines prepare for the Corporation as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations to or for which funds were used or distributed for charitable purposes, and such other additional reports or information as may be ordered from time to time by the Board. The auditor shall also prepare such financial data as may be necessary for returns or reports required by the state or federal government to be filed by the Corporation. The auditor’s charges and expenses shall be proper expenses of administration.

8.8. Limitations on Debt. The Corporation shall incur no debt beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by the Board of Directors. Specifically, without limitation, no loan shall be made to any officer or director of the Corporation. Any director or officer who assents to or participates in the making of any such loan shall be liable, in addition to the borrower, for the full amount of the loan until it is fully repaid.

8.9. Liability of Directors and Officers. No director or officer of the Corporation shall be personally liable to its creditors or for any indebtedness or liability, and creditors shall look only to the Corporation’s assets for payment. Further, neither any officer, the Board not any of its individual members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following if done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes of fact or law.

8.10. Liability of Members. No member of the Corporation shall be personally liable to its creditors or for any indebtedness or liability, and any creditors shall look only to the Corporation’s assets for payment.

8.11. Property Interests Upon Termination of Membership. Members have no interest in the property, assets, or privileges of the Corporation. Cessation of membership shall operate as a release and assignment to the Corporation of all right, title, and interest of any member, shall not affect any indebtedness of the Corporation to such member.

8.12. Fiscal Year. The fiscal year of the Corporation shall be from January 1 to December 31.

ARTICLE 9

INDEMNIFATION

9.1. Nonderivative Actions. Subject to all of the other provisions of this Article, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (other than an action by or in the right of the Corporation), by reason of the fact that the person is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonable incurred by him or her in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonable believed to be in or not opposed to the best interests of the Corporation or its members, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonable believed to be in or not opposed to the best interests of the Corporation or its members and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

9.2. Derivative Actions. Subject to all of the provisions of the Article, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgement in its favor by reason of the fact that the person is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including attorney fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the Corporation or its members. However, indemnification shall not be made for any claim issue, or matter in which the person has been found liable to the Corporation unless and only to the extent that the court in which the action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the reasonable expenses incurred.

9.3. Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in this Article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against actual and reasonable expenses (including attorney fees) incurred by the person in connection with the action, suit, or proceeding and any action, suit, or proceeding brought to enforce the mandatory indemnification provided by this Section.

9.4. Impact of Tax Exempt Status. The rights to indemnification outlined in this Article are expressly conditioned upon such rights not violating the Corporation’s status as a tax-exempt organization described in 501(c)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE 10

AMENDMENTS TO BYLAWS

10.1. Adoption. Except for those items specified in these Bylaws as not being subject to amendment, if any, these Bylaws may be adopted, amended, restated, or repealed by the Board of Directors subject to membership ratification. They shall be effective only upon such ratification. Membership ratification shall require the affirmative vote of at least two-thirds (2/3) of the total number of voting members.

10.2. Inspection of Bylaws. The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall at all times be kept in the principal office of the Corporation for the transaction of business, and shall be open to inspection by the members, officers, and directors at all reasonable times during office hours.