STARTING AN NGO IN INDIA Introduction Non-Governmental Organisations, Non-profit organisations or Voluntary Organisations (NGO/VOs henceforth referred to as NGOs) have

existed in one form or the other in India, and in other parts of the world, for a number of years. They seek to provide much needed services to their respective communities and otherwise help in attempts to alleviate and remove exploitation, poverty, deprivation and inequality. There are various steps in starting an NGO, and although the process could sometimes be painstakingly slow and time-consuming, systematic planning, a consistent approach and proper guidance in the process and implementation can minimize the difficulties and smoothen the process. A thorough planning during the start-up process is crucial to develop an effective and professional organisation that is able to meet the stated objectives and make a difference with respect to the challenges faced by the world in general and the targeted community in particular. The process described here is specific to India, but is also generic to most other parts of the world. The organisation will need to adhere to the specific guidelines as applicable to the location and country in which it is set up and wants to operate. For an international NGO, while the basic procedures should be as that applicable in the country of its principal place of business, the local branch or office in another country will have to also ensure that it complies with all regulations that are applicable at this country in which branch or office operates. Some organisations to avoid running into local difficulties with centralized documentation, set up local associate organisations in each country in which they operate. These local organisations are then incorporated or registered according to the local laws of the country in which they operate. There are many classifications of NGOs as determined by individual country's laws and regulations, including co-operatives, credit unions, societies, people's organisations, community groups etc. The classifications can also designate the NGO as a religious, charitable, educational, scientific, literary or other organisation. Starting an NGO primarily requires a strong vision, or a need, for people to come together as a group and work to satisfy that need. The size can range from 1-2 persons working on a single local issue to an international NGO network with thousands of members working globally on a range of issues.

Key Elements of an NGO The key elements that make an NGO are its objectives, programmes and projects. This includes the issues and themes that the NGO addresses, the target areas or communities, funding available and the activity's partners the felt needs of target community, i.e. the real problems faced by the community, how the NGO can identify and tackle them or create a forum where it can be expressed by the community, staff expertise and skills available, availability and quality of full-time or part-time staff and volunteers, the funding strategy including sources of funding identified and tapped, whether such sources are local or international and approvals obtained, how the funds for short-term and long-term activities can be mobilized etc. While it is critical that a new NGO ensures that it is properly registered with the public authorities of the country, it is of even more importance to 'register' with its target community in terms of ensuring acceptability, building trust, chalking out effective programmes and projects and being the harbingers of real and measurable change. Identifying the Type of Organisation and Board of Management Before a process of incorporating or registering an organisation can be gone through, it is necessary to first establish the type of organisation and a Board of Management/ Directors or an Advisory Board, and arrive at the organisation's vision and mission. The members of the management, as a group, have trustee and legal responsibility for the actions and operation of the organisation. There are minimum levels of involvement required of board members in organisational and operational management Governance, Planning and Programme formulation and implementation, Financial management and resource development or fund raising, Human resource and information management and Marketing and Public Relations A primary step in this process is to draft the bye-laws or the trust deed as the case may be (in the case of incorporation it is called memorandum and articles of association). The type and style of these documents will depend on whether the NGO is being set up as a society (Bye-laws), trust

(Trust Deed) or incorporated entity (often called a Sec 25 company in India because of the section of the Indian Companies Act, 1956 under which such non-profit corporations are incorporated - Memorandum and Articles of Association). There are standard formats available for adoption with any competent chartered accountant or even online on the internet. These documents need to be approved and signed by all members of the Board before submission to the registering authority with supporting forms and documents as required also similarly signed. Drafting the Bye-laws There is no prescribed format for bye-laws, the set of rules under which the organisation will operate. However, they typically include such items as (a) number of members, term length, nomination process, committees, and meetings; (b) fiscal year/accounting cycles, committees, and officers' responsibilities; (c) methodologies, tools, and strategies, monitoring and evaluation etc.; and (d) how to amend the bylaws themselves. Typical bye-laws of an NGO will contain the following information:

A suitable preamble The chosen and approved name of the Organisation The basic or primary aim and purpose of organisation and any supplementary aims and objectives The mission statement Membership types, conditions/qualifications of members, status, length of service, procedure to become members, rights and obligations, termination Management and/or Advisory board including but not restricted to the role and functions, qualifications of board members, prescribed authority, voting rights, method of elections, membership etc Organisation functions and structure Raising of Finance, property and membership fees, if applicable etc. Legal status Trust, Society, Corporation etc. Location and Contact address Rules for Dissolution of NGO if needed Method for amendments, modifications, revisions of bye-laws

The bye-laws will generally be applicable to a society. In the case of a trust, the trust deed will also have generally the same information as stated above (bye-laws) but in addition will also

have the name of the settler who creates the trust, the trust property details and trustees names and addresses, responsibilities etc. and some details specific to a trust functioning. In the case of an incorporated entity (Sec. 25 company), the Memorandum and Articles of Association will need to adhere to the format prescribed in the Indian Companies Act, 1956 and other applicable laws in force. Register the NGO The NGO's name: Check to see if the proposed name of the organisation is already in use. Check with the local government registry or similar agency/board to see if your proposed name is already taken. It may be necessary to provide two or three optional names for the NGO! This also applies to the logo of the NGO, if you plan to use one. Registering or incorporating with the local authority: It will be necessary to incorporate the organisation within its given local government/agency by writing and filing the necessary forms. In larger cites and towns in India, there could be and normally are separate authorities for registrations of Societies (Registrar of Co-operative Societies, trust (Charity Commissioner) and Companies (Registrar of Companies). However, in smaller towns and district headquarters, there could just be one Registrar who is common for all of these duties. So you will need to find out the local authority responsible for registration of your type of organisation at your location. In most other countries also, there are specialized departments or officers within local governments that deal with registering an NGO (which may also be called by other different names: non-profit organisation, voluntary organisation, people's organisation, etc.) There are several documents that need to be submitted, and these differ from country to country and also on the type of organisation. Information on the NGO Board, its mission statement, purpose, programmes and projects information, staff members, funding sources etc. will be necessary in all cases, whatever the type of organisation. A typical set of documents to be submitted to the appropriate authority for registering an NGO includes - Memorandum of Association, Bye-laws or Trust Deed, including applicable rules and regulations; report of annual activities, financial reports/audit reports; sources and pattern of income and expenditure; minutes of the Board or General meeting of members that endorses the setting up of the NGO; funding sources, letters of support etc.

Funding and Fund-Raising Even if a 'donation' is made to a programme or activity, it is done with an objective in mind sometimes simply to feel good. It is therefore critical to understand when we approach a potential sponsor, why is he be donating. Many donations are made with the intention of availing of the tax advantages that go with it, some companies will look for PR mileage, sometimes the donation can be anonymous with no other motive except to help. The exercise in fund-raising needs to asses the possible reason for each sponsor. It is equally important to maintain professionalism, within the NGO, to build adequate trust with the potential sponsor or donor. Transparency, accountability, communication etc. should be an integral part of the NGO. The implementation team, or the management of the organisation should be methodical in its approach. It may also be a good idea to not always depend on external or large sources of funding, sometimes, it can come from surprising sources in your own backyard. Tax exemption An application for Income Tax exemption can be made only after an organisation has been registered and the registration number and certificate have been obtained. In India, as in most other countries, many of the institutional and some individual donors look for a tax exemption in whole or in part for their donations, when making a donation. In India, all registered non-profits, set up for a charitable purpose, are eligible to apply for an exemption under Section 80 (G) of the Indian Income Tax Act, 1961. The local Income Tax authorities need to be approached for this purpose, and these authorities generally need the following: A description of the organisations purpose and programs, including who the organisation serves and why, location and area covered, examples of training materials, workshops, and other services, etc. Financial information, sources of funding, financial statements (revenue and expense statement and balance sheet) for two or three projected years Proof that even if the organisation undertakes any commercial or revenue raising activity to sustain itself, the purpose is only for fund raising and no part of such profits would be distributed as profits to members, trustees etc. In India, exemption under 80 (G) is generally given such that 50% of the donation amount is eligible for tax exemption. However, in some cases, such as for donations to the Prime Ministers

Relief Fund, and some other such entities, as also some select non-government organisation, 100% of the donations are eligible for exemption from Income Tax for the donor. It is important that the NGO take advantage of any such provisions to ensure that maximum available exemptions are available to a donor so as to encourage greater response in the form of donations. There is also a separate provision Section 35 (AC) in the Indian Income Tax Act, 1961, under which an organisation, through a specific application for the purpose made to the Central Income Tax authorities in Delhi, gets specific projects cleared and approved for a specific period for higher exemption. In general, a company in India making a donation may avail of a Sec 80(G) exemption upto 10% of its profits after tax. However, in case the beneficiary NGO has approval for the project under Section 35 (AC), the company donating funds can get exemption upto 100% of its donation regardless of what percentage of its profits it amounts to. However, exemptions under Sec 35 (AC) are not easy to come by and involves a rigorous screening process. Office Management Volunteers, staff secondment, retired advisors etc. help in reducing personnel costs. Bulk purchases, surplus sales, voluntary donations, are also ways to reduce administrative costs. Some common forms of support from corporate and other donors can be in the form of: Consulting services (management, advertising, marketing, promotion, legal, taxation, financial, strategic planning, project design, system development etc.) Financial support (capital costs, feasibility studies, small business start-up costs, credit facilities for purchase of assets, sponsorships, travel grants, deficit finance etc.) Donation of equipments (machinery, furniture, computers, office equipment and other infrastructure) Donation of products (educational, health care, construction, raw materials etc.) In-kind gifts (could be any products other than the companys line of business) Loaned talent/executive sabbatical (paid time off to perform volunteer work) Public relations services (NGO branding through corporate sponsorships) Technical assistance

Use of corporate services/facilities (financial and administrative support services, meeting space, mailing services, computer services, printing and duplicating etc.) Extend dealerships of products to NGOs, have marketing partnerships for NGO products Sponsor salaries of NGO professionals for a certain period NGOs may be eligible to receive additional discounts on bulk mailings depending on the local and other rules in force. To receive these discounts, an organisation must apply for a non-profit bulk mail permit. The NGO needs to contact the local post office and request the necessary information for this permit. Some courier companies may also be amenable to allow discount on bulk mailings as part of a donation strategy. Where applicable and feasible, insurance coverage for the organisation, its directors, and officers may be obtained when forming an effective and responsible organisation. Some associations of NGOs offer group purchasing programs for insurance and other services such as supplies, employee benefits, and banking services. Basic insurance coverage should include the following policies: 1. Worker's Compensation 2. General Liability 3. Director's and Officer's Liability Networking and Project Management Networking - getting in touch with institutions, organisations, and individuals - anyone and everyone - who can be of help to the policies and programmes is a very critical aspect of an NGO's functioning. Do not hesitate to partner with the private sector - a company, a business, a supermarket chain etc. This partnership should not be for funding purposes alone. Private sector actors can bring many other resources too. (a) NGOs stand to gain by being efficient and productive, engaging the commercial environment in their outreach and influencing companies to be socially responsible, and (b) Companies stand to gain by being seen as socially responsible, actively participating in social development and nation building, enlightened self-interest - poverty eradication benefits the corporate sector in the long run, and also raising employee morale.

A SAMPLE SET OF NGO BY-LAWS

A concrete set of By-Laws form the core of an NGO's identity and structure. By-Laws are called by different names in different countries, including "Articles of Association", "Statutes", "Articles of Incorporation", "Constitution" etc. Having a clear set of By-Laws not only provide clarity to an NGO's structure and functioning, it also provides a basis for trustworthy relationships with other organizations and entities, and in building the NGO's identity. In many countries, developing and adopting a set of By-Laws (and taking action on the issues stipulated in the By-Laws) is a critical pre-requisite for its official registration with local authorities. The table below provides a standard list of article, their content, and sample text, that can be selected from, and adopted by, a new NGO. Note that this set is not targeted at any particular country and is provided an indicator only. It is also in no way complete. From the list below, an NGO can select only those articles that are relevant and necessary to their needs. Specific countries may have their own stipulations for the contents of the By-Laws, and these will have to be referred to and satisfied, before the By-Laws are drawn and adopted. As mentioned in Articles 47-49, the By-Laws can also be changed or modified as the need arises.

How to use this document: 1. Check local laws on NGOs or related types of organizations to see if by-laws are needed for registration 2. If possible, review by-laws of similar local NGOs. Many times, NGOs are required to make their by-laws public. This is a good opportunity to study them 3. Go through the list below and identify which articles are needed and relevant. Not all are needed or are relevant to the type of NGO being set up. 4. Fill in the content for each article by answering the questions listed, and matching them with your own organizational plans for the NGO. 5. Consult your NGO Board and staff members for comments, suggestions and endorsement * 6. Publicize the by-laws to obtain further comments and buy-in * 7. Use the by-laws for registration of your NGO * 8. Regularly review the by-laws (and modify, if needed) every year or two *

* These items can be part of a by-laws article itself!

Article Article Preamble 1:

Content What is the By-Law about? What will it contain?

Article 2: What is the name of the NGO? What is its official acronym? If available, Name, Acronym and how does its logo design look like? Logo Under what local and national laws is the NGO set up? Does it have Article 3: official consultative status with the UN, or is it UN-accredited? Is it a Applicable laws and member of any national, regional or international legal status network/assication/initiative? Article 4: What activities will the NGO undertake? What will be its spheres (or Sphere of activities categories) of activities? Where is the registered office of the NGO located? What is its postal Article 5: address? How long will the NGO be set up for - that is, is it for a limited Location and Duration period only, or is it unlimited? Article Aims, Visions Mission MEMBERSHIP Article Membership Article Qualification Article 7: Does the NGO have members? What is the membership structure of the NGO? 8: What is the qualifications of the NGO's members? Why are such qualifications needed? 9: How will members be invited and admitted to the NGO? What is the 6: What are the aims of the NGO? Have goals and objectives been and developed? What is its vision statement? What will be the mission of the NGO, and who will be its target beneficiaries?

Admission Article Responsibility

procedure? 10: What will be the expectations and duties/responsibilities of the NGO members?

How will consensus building be achieved among the members? How Article 11: will decisions be taken on the NGO's activities? What are the Consensus Building procedures? Article Resignation Article Expulsion Suspension 12: What is the procedures for a member to resign from the NGO's membership? Who should it be addressed to, and how is it accepted and processed?

13: Under what circumstances can a member be expulsed or suspended from or the NGO? Who will take the decision, and how will it be implemented? What process of redress will be available to the member?

ORGANIZATION Article Organizational Structure 14: What is the organizational structure of the NGO? What will be the position of the staff members responsible for different aspects of the NGO's programmes?

GENERAL ASSEMBLY Article Procedures Article Scope 15: Will the NGO have a General Assembly? Why is it needed? Who can participate in the general assembly? Is there a proxy policy? How will the proceedings be reported to the general public?

16: What is the scope of the General Assembly? What will be the duties and responsibilities of the General Assembly?

How will the General Assembly decisions be taken? How and who can Article 17: present proposals for decision-making, and what is the Decision-Making procedure/process for taking decisions? Article Quorum 18: What will be the minimum quorum needed to call for a General Assembly, for the proceedings to take place, and for decisions to be taken?

BOARD OF DIRECTORS Article Composition Article Eligibility Article Selection Appointment Article Term of Office Article Vacancies 19: What will the Board consist of? How many members will the Board contain? What will be their positions? Which current working staff members will also be on the Board of the NGO?

20: Who will be eligible to become members of the NGO's Board? What will their qualifications be? 21: How will potential individuals be identified and selected to the NGO's and board? How will the appointment be decided and implemented? 22:

How long will a member's term of office be on the NGO's Board? How will vacancies in the Board's membership be handled? How will the position be advertised and recommendations/applications be processed?

23:

Article 24: What will the duties and functions of the Board be? What is the NGO's Duties and Functions expectation of a Board member? of the Board Like the General Assembly, how will decisions be taken in Board Article 25: meetings? What is the procedure and quorum for a decision to be Decision-making. accepted and implemented? Article Press statements. Article Meetings. Article Quorum Article 26: Who will prepare Press Statements to reflect the proceedings and functionings of a Board meeting or NGO's activities? How will a Board's acceptance of media/press statements be sought?

27: What is the usual agenda for a board meeting? Who will call it, and how will the proceedings be handled? 28: What will be the minimum quorum needed to call for a Board meeting, for the proceedings to take place, and for decisions to be taken? 29: If a Board Member wishes to resign from his/her position, how will it be

Resignation

handled? What is the procedure? Under what circumstances can a Board member be removed (either 30: expelled or suspended) from the NGO's Board? What is the procedure, and who has the authority to initiate such a procedure? What process of redress will be available to the Board Member?

Article Removal

SUPPORTING COMMITTEES Article Running. Article Aims Responsibilities 31: What committees will be set up to support the functioning of the NGO? (eg., Funding, media, strategy/policy/project development etc.). 32: Why will these committees be set up? What will be their main aims and and responsibilities?

Article 33: How will the committees be set up? What is the procedure for the Election and Term of election/selection of committee member? What will be their term of office office? Article Duties Responsibilities AUDITOR Article Annual Audit. STAFFING Article Definition 36: How are staff members defined within the overall structure of the NGO's organization? How are they different from other types of members (eg. General Assembly or Board members)? 35: Will the administration and finances of the NGO be audited? What is the procedure of the audit? How will findings of the audit be implemented? 34: What function will the members of the committee perform? What will and their duties and responsibilities be? Who will decide the duties and responsiblities, and how can they be modified?

Article 37: How many staff members will be working at the NGO (both full-time Duties and roles of and part-time)? What will be their duties and roles within the overall staff members functions and activities of the NGO? Article 38: How will staff members be hired? Under what circumstances will staff

Hiring and dismissal

members be dismissed or suspended? Who is authorized to take such action?

RESOURCES What is the nature of (financial) resource needs of the NGO? What will Article 39: be the primary sources of such resources (including private/personal Sources and uses. sources). Article Initial Capital Assets Article Funding Raising. 40: What will the initial capital needs of the NGO be? What kinds of assets and (financial and non-financial) will be needed to start the NGO? 41: What policy will be put in place by the NGO for fund raising? What purposes will it be used for, and who will be responsible?

OTHER CLAUSES Article Liability. 42: What are the applicable liabilities for the NGO? Under what circumstances are these liabilities applied? What procedures are in place to activate these liabilities, and who is responsible for them?

Article 43: What is the duration, and starting month, of the NGO's fiscal/financial Fiscal year/Financial year? Year Article 44: Under what applicable law and court will the NGO be constituted? How Applicable law and will disputes and other legal matters be handled? Court Article Dissolution. 45: Under what circumstances can/will the NGO be dissolved? What is the procedure for dissolution? Who will be responsible for dissolving the NGO?

If profits are generated during the liquidation process of an NGO, how Article 46: will it be disbursed? What procedures are in place to handle such Liquidation profit. matters? ABOUT THE By-Laws

When do the By-Laws come into force? What is the procedure to ensure Article 47: that the By-Laws are legally accepted and are also informed to all Coming into force. appropriate/concerned persons? Article 48: Validity, and What is the period of validity of the By-Laws? What is the procedure to extension of validity, extend the validity of the By-Laws? of By-Laws Article Additions, modifications amendments Articles 49: What is the procedure for additions, modifications and amendments to and be made to the articles in the By-Laws? Who is authorized to undertake to the task?

Sample Bylaws
BYLAWS OF NAME OF ORGANIZATION

ARTICLE I. OFFICES

Section 1.

Principal Office. The principal office of the corporation shall be located in the City of ____, _____.

Section 2.

Registered Office. The registered office of the corporation required by law to be maintained in the State of __________ may be, but need to be, identical with the principal office.

Section 3.

Other Offices. The corporation may have offices at such other places, either within or without the State of __________ , as the Board of Directors may designate or as the affairs of the corporation may require from time to time.

ARTICLE II. BOARD OF DIRECTORS

Section 1.

General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2.

Number, Term, and Qualifications. The number of Directors constituting the Board of Directors shall be fixed from time to time by the Board of Directors, but shall be no less than twelve and no more than twenty-one. Each director shall hold office until his death, resignation, retirement, removal, disqualification or his successor shall have been elected and qualified. Directors need not be residents of the State _____________.

Section 3.

Election of Directors. The directors shall be elected by the vote of the directors then in office; and those persons who receive the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected. If any director so demands, the election of directors shall be by ballot. The present intent of the Board of Directors, which is non-binding, is that the persons holding the following positions, from time to time, shall be elected to the Board of Directors as ex officio members: [include superintendent of school district; chairperson of your local PTA; chairperson of the education committee of your Chamber of Commerce; chairperson of your school board; chairperson of the County Commission for your county; representative from the United Way or other major community charity. These ex officio members may be designated voting or non-voting.]

Section 4.

Removal. Any director may be removed at any time with our without cause by the vote of a majority of the directors present at a meeting at which quorum is present.

Section 5.

Vacancies. Any vacancy occurring in the elected directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum, or by the sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 6.

Chairman of Board. There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. In the absence of a Chairman, the President shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

Section 7.

Compensation. The Board of Directors may not compensate directors for their services as such but by resolution may pay a fixed sum for attendance at meetings of the Board of Directors and may provide for the payment of any or all expenses incurred by directors in attending regular and special meetings of the Board.

ARTICLE III. MEETINGS OF DIRECTORS

Section 1.

Regular Meetings. A regular annual meeting of the Board of Directors shall be held annually at the principal office of the corporation or at such other place as the Board may designate. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of __________ , for the holding of additional regular meetings.

Section 2.

Special Meetings. Special meetings of the Board of Directors may be called or at the request of the President or any three (3) directors. Such a meeting may be held either within or without the State of __________ , as fixed by the person or persons calling the meeting.

Section 3.

Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least ten days before the meeting, give written notice thereof delivered personally or sent by mail to each director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Such notice need not specify the purpose for which the meeting is called.

Section 4.

Waiver of Notice. Any director may waive notice of any meeting. The attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5.

Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 6.

Manner of Acting. Except as otherwise provided in these bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 7.

Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 8.

Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

Section 9.

Committees of the Board. The Board of Directors, by resolution adopted by a majority of the directors present at a meeting at which a quorum is present,

may designate directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.

ARTICLE IV. OFFICERS

Section 1.

Officers of the Corporation. The officers of the corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and such Assistant Secretaries, Assistant Treasurers, and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than once capacity where action of two or more officers is required. In addition, the Board of Directors may from time to time appoint one or more persons to staff positions, including the position of Executive Director, to carry out the instructions of the Board of Directors and the Corporations officers.

Section 2.

Election and Term. The officers of the corporation shall be elected annually by the Board of Directors and each officer shall hold office for one year or until his successor shall have been elected and qualified. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 3.

Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors and no officer shall serve the corporation in any other capacity and receive compensation therefor unless such additional compensation be authorized by the Board of Directors.

Section 4.

Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5.

Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time

to time be required by the Board of Directors.

Section 6.

President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at meetings of the Board of Directors in the Chairman of the Board is not present or if there is no Chairman of the Board. He shall sign, with the Secretary, an Assistant Secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent ot the corporation, or shall be required by law to be otherwise signed or executed; and in general he shall perform all duties incident to the office of President and such other duties as they may be prescribed by the Board of Directors from time to time.

Section 7.

Vice President. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, unless otherwise determined by the Board of Directors, shall perform the duties of the President, 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 to him the President or Board of Directors.

Section 8.

Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors and of all Executive Committees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) 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; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 9.

Assistant Secretaries. In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries, in the order of their length of service as Assistant Secretary, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have all the restrictions upon the Secretary. They shall perform such other duties as may be assigned to them by the Secretary, by the President, or by the Board of Directors.

Section 10.

Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible 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 depositories as shall be selected in accordance with the provisions of Section 4 of Article V of these bylaws; and (b) in general perform all of the

duties incident to the office of Treasurer and such other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors, or by these bylaws.

Section 11.

Assistant Treasurers. In the absence of the Treasurer or in the event of his death, inability, or refusal to act, the Assistant Treasurers, in the order of their length of service as such, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all restrictions upon the Treasurer. They shall perform such other duties as may be assigned to them by the Treasurer, by the President, or by the Board of Directors.

ARTICLE V. CONTRACTS, LOANS, CHECKS, DEPOSITS AND GIFTS

Section 1.

Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2.

Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.

Checks and Drafts. All checks, drafts, or other orders for the payment of money, 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 resolution, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the corporation.

Section 4.

Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors may select.

Section 5.

Gifts. The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest or devise for the general purpose or for any special purposes of the corporation.

ARTICLE VI. GENERAL PROVISIONS

Section 1.

Seal. The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed SEAL; and such seal, is hereby adopted as the corporate seal of the corporation.

Section 2.

Indemnification. Any person who at any time serves or has served as a director, officer, employee or agent of the corporation, or in such capacity at the request of the corporation for any other corporation, partnership, joint venture, trust, other enterprise, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys fees, actually and necessarily incurred by him in connection with any threatened pending or completed action, suit, or proceedings, whether civil, criminal, administrative, or investigative, and whether or not brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit, or proceeding. The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him. Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive or any other rights to which such person may be entitled apart from the provision of this bylaw. In addition to the foregoing, the Board of Directors shall have the right and power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation

would have the power to indemnify him against such liability.

Section 3.

Fiscal Year. The fiscal year of the corporation shall be fixed by the Board of Directors.

Section 4.

Amendments. Except as otherwise provided herein, these bylaws or the corporations articles of incorporation may be amended or repealed and new bylaws (or amended articles of incorporation) may be adopted by the affirmative vote of two thirds of the directors then holding office at any regular or special meeting of the Board of Directors at which a quorum is present, provided that at least ten (10) days written notice is given of intention to alter, amend, repeal or adopt new Bylaws (or articles of incorporation) at such meeting.

Section 5.

Distribution Upon Dissolution. Upon dissolution, all of the corporations assets shall, after all of its liabilities and obligations have been discharged or adequate provision made therefor, be distributed to any association or associations organized for purposes similar to the purpose of the corporation as may be designated by a majority of the directors of the corporation then holding office, provided that such organization is an organization qualified under Section 501(c) (3) of the Internal Revenue Code of 1954, as amended.

Section 6.

Books and Records. The corporation shall keep correct and complete books and records and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors. The books, records and papers of the corporation shall be at all times, during reasonable business hours, be subject to inspection by any director. The articles of incorporation and the bylaws of the corporation shall be available for inspection by any member at the principal office of the corporation.