BYLAWS OF THE INTERNATIONAL ASSOCIATION OF MARRIAGE and FAMILY COUNSELORS

International Association of Marriage and Family Counselors

A division of the American Counseling Association.

ARTICLE I

OFFICES AND REGISTERED AGENT

Section 1. Principal Office. The principal office of the International

Association of Marriage and Family Counselors, a nonprofit corporation

incorporated under the laws of the Commonwealth of Virginia (hereinafter

the "Association"), shall be in the Commonwealth of Virginia.

Section 2. Registered Office and Agent. The Association shall have and

continuously maintain a registered office in the Commonwealth of Virginia

(which may be identical with the principal office) and the Board of

Directors of the Association shall appoint and continuously maintain in

service a registered agent in the Commonwealth of Virginia, who shall be

an individual resident of the Commonwealth of Virginia and an officer or

director of the Association, a member of the Virginia State Bar, or a

professional corporation, registered under the provisions. Of section

54-42.2 of the Code of Virginia.

Section 3. Other Offices. The Association may have such other office or

offices, at such suitable place or places within or without the

Commonwealth of Virginia as the Board of Directors may from time to time

determine or as the affairs of the Association may require from time to

time.

ARTICLE II

PURPOSES

The purposes for which the Association is formed are to enhance marriage

and the family by conducting and fostering programs of education in the

field of marriage and family counseling; by stimulating, promoting, and

conducting programs of research in the field of marriage and family

counseling; by conducting scientific and educational meetings and

Conferences; by establishing contacts with other organizations for

scientific and educational pursuits; by examining conditions which create

barriers to marriage and families, and working to remove them; and to

engage in such other activities as may be desirable or required to

accomplish the foregoing objects and purposes, not without the scope of

the Article II and Article XII, hereof.

The Association is organized and shall be operated exclusively for

charitable, scientific, and educational purposes within the meaning of

sections 170(c)(2)(B), 501(c)(3), 2055(a)(2), and 2522(a)(2) of the

Internal Revenue Code. No part of the net earnings of the Association

shall inure to the benefit of, or be distributed to, its Directors,

officers, other private individuals, or organizations organized and

operating for profit (except that the Association shall be authorized and

empowered to pay reasonable compensation for services rendered and to make

payments and distributions in furtherance of the purposes as herein above

stated). No substantial part of the activities of the Association shall be

the carrying on of propaganda or otherwise attempting to influence

legislation. The Association shall not participate in or intervene in

(including the publishing or distribution of statements) any political

campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provisions herein, the Association shall not

carry on any activities not permitted to be carried on:

(a) by an organization exempt from federal income tax under section 501(a)

of the Internal Revenue Code, as an organization described in section

501(c)(3) of such Code; and/or

(b) by an organization, contributions to which are deductible under

sections 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue

Code.

To further the Association's objects and purposes, the Association shall

have and shall exercise all the power conferred by the provisions of

Chapter 10 of Title 13.1 of the Code of

Virginia not without the scope of Article THIRD of the Articles of

Incorporation of-the Association. Without limiting the generality of the

foregoing, the Association shall have the power to sue and be sued, to

receive grants, gifts, contributions and other sums of a like nature, to

own, to take title to, receive and hold, lease, sell and resell, in fee

simple or otherwise, property, real, personal or mixed, wherever situated

or however acquired, without limitation as to amount of value. The

Association shall have authority to encumber property by deed of trust,

pledge or otherwise; to borrow money and secure payment of same by lien or

liens on the realty or personal property of the Association; to lease,

build, or erect, remodel, repair, construct and/or reconstruct any and all

buildings, houses, or other structures necessary, proper or incident to

the carrying out of the objects and purposes stated herein. The

Association shall have full powers of management, investment,

reinvestment, and the collection of all rents, revenues, issues and

profits arising therefrom.

ARTICLE III

MEMBERSHIP

Section 1. Classes of Membership. The Association shall have three classes

of members. The designation of such classes and the qualifications and

rights of the members of such classes shall be as follows:

A. Regular Member. An individual is eligible to be a Regular Member if he

or she actively is involved or interested in the area of marriage and the

family, including marriage counseling, marital therapy, divorce

counseling, mediation, and family counseling or therapy. Regular Members

in good standing shall have all the rights and privileges of membership in

the Association, including the right to hold office or to vote.

B. Special Member. An individual, institution, organization, or agency is

eligible to be a Special Member if that person is interested in supporting

the goals of the Association. Special Members shall have all the lights

and privileges of membership in the Association, except that they shall

not be entitled to hold office or to vote.

C. Student Member. An individual is eligible to be a student member if he

or she is currently matriculated in a Graduate Counseling Program. Student

members in good standing shall have all the rights and privileges of

membership in the association, including the right to hold office or to

vote.

Section 2. Application for Membership. Persons seeking membership in the

Association as a Regular or Special Member must submit a completed

application, in such form as the Board of Directors shall from time to

time determine, to the Board of Directors or a committee or officer

designated by the Board of Directors, which, in its sole discretion, will

grant or deny the application for membership. Applicants will be notified

in writing if accepted and of the membership status granted.

Section 3. Transfer of Membership. Notwithstanding any other provision

herein, any "Regular Member" of the International Association of Marriage

and Family Counselors, a Commonwealth of Virginia nonprofit corporation,

automatically will be granted membership in the Association as a Regular

Member, which membership will lapse upon non-payment of dues and any

"Special Member" of the International Association of Marriage and Family

Counselors, a Commonwealth of Virginia nonprofit corporation,

automatically shall be granted membership in the Association as a Special

Member, which membership shall lapse upon non-payment of dues.

Section 4. Termination of Membership. The Board of Directors, by the

affirmative vote of two-thirds of all of the directors present at any

regular or special meetings may terminate the membership of a member, for

cause, after an appropriate hearing and may, by a majority vote of those

present at any regular or special meeting, terminate the membership of any

member who becomes ineligible for membership or suspend or expel any

member who shall be in default in the payment of dues.

Section 5. Membership Dues. The amount of the annual dues of the members

of the Association shall be determined by the Board of Directors and shall

be paid annually by such date as may be determined by the Board from time

to time. The Board of Directors may establish different dues amounts for

members of different classes. Chapter dues shall be established by the

respective Chapters in accordance with Section 2 of Article VIII hereof.

ARTICLE IV

MEETINGS

Section 1. Annual Meetings. A regular annual meeting of the members shall

be held at least once a year, at such time, day and place as shall be

designated by the Board of Directors. When feasible, however, the annual

meeting shall be held in conjunction with the annual convention of the

American Counseling Association.

Section 2. Special Meeting. Special membership meetings may be called by

the Board of Directors and shall be called by the Board upon written

request therefore to the Secretary/Treasurer of the Association of not

less than one-third of the members entitled to vote.

Section 3. Notice of Meetings. Notice of the time, day, place, and purpose

of each meeting shall be given to all members of the Association in the

manner set forth in Section 2 of Article X hereof.

Section 4. Quorum. A quorum for the transaction of any and all business at

the annual or any special membership meeting of the Association shall

consist of not less than a majority of the voting members. if a quorum is

not present, a majority of the voting members present may adjourn the

meeting to a future time, without further notice being required.

Section 5. Manner of Acting. Except as otherwise expressly required by

law, the Articles of Incorporation of the Association, or these Bylaws,

the affirmative vote of a majority of the members entitled to vote,

present at any meeting of the members at which a quorum is present, shall

be the act of the members.

Section 6. Written Consent. Action taken by the members without a meeting

is nevertheless the action of the members if written consent to the action

in question is signed by all of the members entitled to vote and filed

with the minutes of the proceedings of the members, whether done before or

after the action so taken.

Section 7. Proxies. At any meeting of the members, a member entitled to

vote may do so by proxy executed in writing and filed with the Secretary

Treasurer of the Association before the meeting. A member who executes a

proxy may withdraw the proxy by attending in person the meeting for which

the proxy was executed or by filing a notice in writing with the Secretary

Treasurer, before or at the time of the meeting, that the proxy is

withdrawn. Proxies may confer general voting rights, or they may be

limited to prescribed action on a particular issue.

ARTICLE V

BOARD OF DIRECTORS

Section 1. Powers. There shall be a Board of Directors of the Association,

which shall manage, supervise and control the business, property and

affairs of the Association, except as otherwise expressly provided by law.

The Articles of Incorporation of the Association, or these Bylaws. The

Board of Directors shall be vested with the powers possessed by the

Association itself, including the powers to determine the policies of the

Association and prosecute its purposes, to appoint and remunerate agents

and employees (including the power to delegate some or all of this

authority), to establish the budget of the Association, to disburse the

funds of the Association, and to adopt such rules and regulations for the

conduct of its business as shall be deemed advisable. The Board of

Directors shall elect one of its members, who may be an officer of the

Association, to serve as Chairperson of the Board of Directors, for such

term as the Board may determine.

Section 2. Number and Qualifications. The Board of Directors of the

Association shall be composed of six individuals and shall serve until

their successors are elected and qualified. Thereafter, the Board of

Directors of the Association shall be composed of five individuals.

Section 3. Election and Term of Office. The members of the Board of

Directors shall consist of the President, the President Elect, the

Immediate Past-President, the Secretary Treasurer, Board Member-at-Large

and the Executive Director. The Board Member-at-Large shall be elected by

the Regular Members of the Association at the annual membership meeting

or, if the Board of Directors so provides by resolution, by mail ballot,

and shall serve for a term of two years.

Section 4. Resignation. Any director may resign at any time by giving

written notice to the President of the Association. Such resignation shall

take effect at the time specified therein, or, if no time is specified, at

the time of acceptance thereof as determined by the President of the

Association.

Section 5. Removal. Any director, who is not a director by reason of being

an officer of the Association, may be removed from such office by a

two-thirds vote of the Regular Members at any regular or special meeting

of the members at which a quorum is present, for (1) violation of these

Bylaws or (2) engaging in any other conduct prejudicial to the best

interests of the Association. Such removal may occur only if the director

involved is first provided (1) with adequate notice of the charges against

him or her in the form of a statement of such charges and of the time and

place of the meeting of the members scheduled for the purpose of hearing

or considering such action, sent by certified or registered mail to the

last known address of such director, (2) an opportunity to appear before

the members or forward a written statement thereto in presentation of any

defense of such notice, and (3) a written explanation as to (if such is

the case) why such director is being removed from such office. In these

regards, the members shall act on the basis of reasonable and consistent

criteria, always with the objective of advancing the best interests of the

Association. Any director, who serves by reason of being an officer of the

Association, may be removed from such office only if he or she is removed

as an officer in accordance with Section 5 of Article VI hereof.

Section 6. Vacancies. A vacancy in the position of an ex officio Board

member shall be filled for the un-expired term by an officer selected in

the manner set forth in Section 6 of Article VI hereof. A vacancy in the

position of Board Member-at-Large shall be filled for the unexplored term

by majority vote of the Regular Members present at a regular or special

meeting of the membership of the Association.

Section 7. Regular Meetings. A regular annual meeting of the Board of

Directors of the Association shall be held each year, at such time, day

and place as shall be designated by the Board of Directors, for the

purpose of transacting such business as may come before the meeting. When

feasible, however, the annual meeting shall be held in conjunction with

the annual convention of the American Counseling Association. The Board of

Directors may, by resolution, provide for the holding of additional

regular meetings.

Section 8. Special Meetings.. Special meetings of the Board of Directors

may be called at the direction of the President of the Association or by a

majority of the voting directors then in office, to be held at such time,

day and place as shall be designated in the notice of the meeting.

Section 9. Notice. Notice of the time, day and place or any meeting of the

Board of Directors shall be given at least ten days previous thereto in

the manner set forth in Section 2 of Article X hereof. The purpose or

purposes for which a special meeting is called shall be stated in the

notice thereof. Any director may waive notice of any meeting by a written

statement executed either before or after the meeting. Attendance at a

meeting shall constitute a waiver of notice thereof, except where

attendance is for the express purpose of objecting to the call or

convening of the meeting.

Section 10. Quorum. A majority of the directors shall constitute a quorum

for the transaction of business at any meeting of the Board of Directors,

except, if less than, a quorum of directors is present at such meeting,

one-third of the directors present may adjourn the meeting from time to

time without further notice.

Section 11. Manner of Acting. Except as otherwise expressly required by

law, the Articles of Incorporation of the Association, or these Bylaws,

the affirmative vote of a majority of the directors present at any meeting

of the Board of Directors at which a quorum is present shall be the act of

the Board of Directors. Each director shall have one vote. Voting by proxy

shall not be permitted.

Section 12. Written Consent. Action taken by the Board of Directors

without a meeting is nevertheless Board action if written consent to the

action in question is signed by all of the directors and filed with the

minutes of the proceedings of the Board, whether done before or after the

action so taken.

Section 13. Telephone Meeting. Any one or more directors may participate

in a meeting of the Board of Directors by means of a conference telephone

or similar telecommunications device which allows all persons

participating in the meeting to hear each other and such participation in

a meeting shall be deemed presence in person at such meeting.

Section 14. Compensation. No director shall receive any compensation for

services rendered in such capacity, except that the Board may by

resolution provide for the reimbursement of actual travel and lodging

expenses incurred in the performance of the duties of the director to the

extent provided by such resolution.

Section 15. Policy and Procedures Handbook. A Policy and Procedures

Handbook will be created to guide the Board of Directors in the ongoing

operation of the organization. The Policy and Procedures Handbook will

include the duties of elected and appointed officers, financial policies

and procedures, ethics, nomination and election policies and procedures,

policies and procedures on forming and maintaining chapters, policies

related to the National Academy for Certified Family Therapists, and other

governance policies and procedures. Since the Policy and Procedures

Handbook is meant to supplement the bylaws, no statement within the

handbook may conflict with any bylaw. Changes to the Policy and Procedures

Handbook can be made by a majority vote of the Board of Directors.

ARTICLE VI

OFFICERS

Section 1. Officers. The officers of the Association shall consist of a

President, a President-Elect, an Immediate Past President, a

Secretary/Treasurer, and the Executive Director. The Association shall

have such other officers and assistant officers as the Board of Directors

may from time to time deem necessary, such officers to have the authority,

and to perform the duties prescribed from time to time by the Board of

Directors. One person may hold more than one office, other than the

offices of President and Secretary/Treasurer.

Section 2. Election of Officers. The initial officers of the Association

shall be appointed by the initial Board of Directors. Thereafter, the

officers shall be elected as set forth in this Section 2 and Section 3 of

Article V hereof. The President-Elect of the Association shall be elected

by the Regular Members of the Association by mail ballot conducted by the

Nominations and Elections Committee. The Secretary/Treasurer shall be

nominated by the President and approved by the Board of Directors of the

Association.

Section 3. Term of Office. The President-Elect of the Association shall be

installed following his or her election and shall hold office for two

years or until his or her respective successor shall have been duly

elected and qualified. Following the two-year term as President-Elect, the

person serving in that capacity shall serve as President for a term of two

years. Following the two-year term as President, the person serving in

that capacity shall serve as Immediate Past-President for a term of two

years. The Secretary/Treasurer shall be installed at the Board of

Directors meeting at which his or her appointment is approved and shall

hold office for a term of two years or until his or her successor shall

have been duly appointed and qualified.

Section 4. Resignation. Any officer may resign at any time by giving

written notice to the President of the Association. Such resignation shall

take effect at the time specified therein, or, if no time is specified, at

the time of acceptance thereof as determined by the President.

Section 5. Removal. Any officer may be removed by the Board of Directors

at any regular or special meeting of the Board at which a quorum is

present, whenever in its judgment the best interests of the Association

would be served thereby, but, such removal will be without prejudice to

the contract fights, if any, of the officer so removed.

Section 6. President. The president should admire and consult with the

Board of Directors regarding the matters of the Association. The President

serves as an ex-officio member of all Association committees and task

forces, except those as designated by a quorum of the Board of Directors.

Section 7. Resignation. The President may resign at any time by giving

written notice to the Board of Directors of the Association. Such

resignation shall take effect at the time specified therein, or, if no

time is specified, at the time of acceptance thereof as determined by the

Board of Directors.

Section 8. Removal. The first President may be removed by the Board of

Directors at any regular or special meeting of the Board at which a quorum

is present, not including the President, whenever in its judgment, the

best interests of the Association would be served thereby, but such

removal will be without prejudice to the contract fight, if any, of the

president, so removed.

Section 9. Immediate Past-President. The Immediate Past President shall

advise and consult with the President and the President-Elect. He or she

shall serve as Chairperson of the Nominations and Elections Committee and

shall perform such other duties as from time to time may be assigned by

the President or the Board of Directors.

Section 10. Secretary/Treasurer. In his or her capacity as Secretary, the

Secretary/Treasurer shall keep the minutes of the meetings of the Board of

Directors in one or more books provided for that purpose; see that all

notices are duly given in accordance with the provisions of these Bylaws

or as required by law; be custodian of the corporate records and of the

seal of the Association and see that the seal of the Association is

affixed to all documents, the execution of which on behalf of the

Association under its seal is duly authorized in accordance with the

provisions of these Bylaws; and in general perform all duties incident to

the office of Secretary and such other duties as from time to time may be

assigned by the President or by the Board of Directors.

In his or her capacity as Treasurer, the Secretary/Treasurer shall have

charge and custody of and be responsible for all funds and securities of

the Association; receive and give receipts for moneys due and payable to

the Association from any source whatsoever, and deposit all such moneys in

the name of the Association in such banks, trust companies or other

depositaries as shall be selected in accordance with the provisions of

Article IX of these Bylaws; and in general perform all the duties incident

to the office of Treasurer and such other duties as from time to time may

be assigned to him or her by the President or by the Board of Directors.

Section 11. Bonding. if requested by the Board of Directors, any person

entrusted with the handling of funds or valuable property of the

Association shall furnish, at the expense of the Association, a fidelity

bond, approved by the Board of Directors in such sum as the Board shall

prescribe.

Section 12. The Executive Director shall maintain the Division office, to

be Called "Headquarters," and shall conduct all necessary procedures to

assure excellence and quality in services to members of the Division.

ARTICLE VII

COMMITTEES

Section 1. Committees of Directors. The Board of Directors, by resolution

adopted by a majority of the directors in office, may designate and

appoint one or more committees, each consisting of two or more directors,

which committees, to the extent provided in said resolution, shall have

and exercise the authority of the Board of Directors in the management of

the Association; provided, however, that no such committee shall have the

authority of the Board of Directors in reference to amending, altering or

repealing these Bylaws; electing, appointing or removing any member of any

such committee or any director or officer of the Association; amending the

Articles of Incorporation of the Association; adopting a plan of merger or

adopting a plan of consolidation with another corporation; authorizing the

sale, lease, exchange or mortgage of all or substantially all of the

property and assets of the Association; authorizing the voluntary

dissolution of the Association or revoking-proceedings therefore; adopting

a plan for the distribution of the assets of the Association; or amending,

altering or repealing any resolution of the Board of Directors which by

its terms provides that it shall not be amended, altered or repealed by

such committee. The designation and appointment of any such committee and

the delegation thereto of authority shall not operate to relieve the Board

of Directors, or any individual director, of any responsibility imposed

upon the Board or the director by law.

Section 2. Other Committees. The Board of Directors may create and appoint

members to such committees as they shall from time to time deem

appropriate, such committees to have the power and duties designated by

the Board of Directors; provided that no such committee which has members

who are not directors shall have and exercise the authority of the Board

of Directors in the management of the Association.

Section 3. Standing Committees. The Standing Committees of the Association

shall consist of the following:

A. Bylaws Committee. The Bylaws Committee shall review the Bylaws of the

Association and submit suggested changes to the Board of Directors.

B. Membership Committee. The Membership Committee shall promote membership

of the Association and devise a recruitment plan. The Chairperson of the

Membership Committee shall work with the Secretary/Treasurer in recording

membership in the Association.

C. Newsletter Committee. The Newsletter Committee shall be responsible for

producing four newsletters each year to inform the membership of the

activities of the Association.

D. Nominations and Elections Committee. The Nominations and Elections

Committee shall be chaired by the Immediate Past-President and shall issue

a call for nominations from the Membership-at-Large, prepare a ballot to

be sent to all Regular Members in good standing, count ballots and inform

the membership of the results.

Section 4. Term of Office. Each member of a committee shall continue as

such for a term of two years or until a successor is appointed, unless the

committee shall be sooner terminated, or unless such member be removed

from such committee, or unless such member shall cease to qualify as a

member thereof.

Section 5. Vacancies. Vacancies in the membership of committees may be

filled by appointments made in the same manner as provided in the case of

the original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the

Board of Directors designating a committee, a majority of the whole

committee shall constitute a quorum and the act of a majority of the

members present at a meeting at which a quorum is present shall be the act

of the committee.

Section 7. Rules. Each committee may adopt rules for its own government

not inconsistent with these Bylaws or with rules adopted by the Board of

Directors.

ARTICLE VIII

CHAPTERS

Section 1. Formation of Chapters. The Board of Directors shall have the

power to charter local or regional Chapters of the Association. Chapters

shall consist of a least ten members in good standing in the Association.

A petition to establish a Chapter shall be submitted to the President of

the Association who shall submit it to the Board of Directors for

consideration. A petition shall include the names and signatures of the

proposed Chapter members and officers and a copy of the Chapter's Bylaws.

A petition must be approved by a two-thirds vote of the Board of

Directors. No Chapter shall be organized or operated except in accordance

with these Bylaws. The propose of each Chapter shall be in accordance with

those of the Association.

Section 2. Autonomy of Chapters. A Chapter shall be free to conduct its

affairs, including establishing dues amounts, but shall do so only in

compliance with these Bylaws. All elected officers of a Chapter shall be

members of the Association. A Chapter may adopt its own name, upon

approval of the IAMFC Board and identify itself as "A Chapter of the

International Association of Marriage and Family Counselors."

Section 3. Reports. Each Chapter shall transmit to the President of the

Association the names of its members and officers and shall transmit a

written report of the salient activities and plans of the Chapter for the

coming year. Any amendments to the Chapter's Bylaws or other basic

documents of the Chapter shall be reported in writing to the Board of

Directors of the Association at least thirty days prior to the effective

date of their adoption.

Section 4. Involuntary Revocation or Withdrawal of a Chapter.

A. The Board of Directors of the Association shall have the power to

revoke the charter of a Chapter when it is deemed in the best interest of

the Association to do so. A notice of intent to revoke must first be

passed by the vote of two-thirds of the Board of Director and the Chapter

must be informed at least nine months prior to the proposed revocation, to

allow the Chapter to take remedial measure or otherwise bring itself into

compliance with the Bylaws of the Association. A two-thirds vote of the

Board of Directors shall be necessary to revoke the charter of a Chapter.

B. A Chapter may voluntarily withdraw from the Association. The Chapter

shall inform the Association at least nine months prior to the date of

withdrawal. A vote of two-thirds of a Chapter's members shall be necessary

in order for a Chapter to withdraw from the Association. Any funds

received from the Association for the remainder of the financial year

shall be returned to the Association.

ARTICLE IX

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any officer or

officers, agent or agents of the Association, in addition to the offices

so authorized by these Bylaws, to enter into any contract or execute and

deliver any instrument in the name of and on behalf of the Association,

and such authority may be general or confined to specific instances.

Section 2. Checks. Drafts etc. All checks, drafts or orders for the

payment of money, notes or other evidences of indebtedness issued in the

name of the Association, shall be signed by such officer or officers,

agent or agents of the Association and in such manner as shall from time

to time be determined by resolution of the Board of Directors. In the

absence of such determination by the Board of Directors, such instruments

shall be signed by the Secretary Treasurer or an Assistant Treasurer and

countersigned by the President or a vice President of the Association.

Section 3. Deposits. All funds of the Association shall be deposited from

time to time to the credit of the Association in such banks, trust

companies or other depositaries as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the

Association any contribution, gift, bequest, or devise for the general

purposes or for any special purpose of the Association.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Association shall commence

on July 1 and terminate on June 30 of the following year, except that the

first year of the Association shall commence on September 20, 1989.

Section 2. Notice. Whenever under the provisions of these Bylaws, the

Articles of Incorporation of the Association or statute, notice is

required to be given to a director, member, committee member, or officer,

such notice shall be given in writing, by first class, certified, or

registered mail or by express delivery service, with postage or express

delivery charges thereon prepaid, to such person at his or her address as

it appears on the records of the Association. Such notice shall be deemed

to have been given when deposited in the United States mail or delivered

to the express delivery service. Notice may also be given by telegram,

telex, or telephone, and will be deemed given when received, if followed

by a writing mailed on the same day or the next day.

Section 3. Seal. The Association need not adopt an official seal, but may,

upon appropriate action taken by the Board of Directors do so. if one is

adopted, the official seal of the Association shall have inscribed thereon

the name of the Association and-shall be in such form and contain such

other words and/or figures as the Board of Directors shall determine. The

official seal may be used by printing, engraving, lithographing, stamping

or otherwise making, placing, or affixing or causing to be printed,

engraved, lithographed, stamped, or otherwise made, placed, or affixed

upon any paper or document, by any process whatsoever, an impression,

facsimile, or other reproduction of said official seal.

Section 4. Books and Records. The Association shall keep correct and

complete books and records of account and shall also keep minutes of the

proceedings of its Board of Directors and committees having any of the

authority of the Board of Directors, and shall keep at its registered or

principal office a record giving the names and addresses of the members of

its Board of rectors.

ARTICLE XI

INDEMNFFICATION

The Association shall indemnify each member of the Board of Directors, as

described in Article V hereof, and each of its officers, as described in

Article VI hereof, for the defense of civil or criminal actions or

proceedings as hereinafter provided and notwithstanding any provision in

these Bylaws, in a manner an to the extent permitted by applicable law.

The Association shall indemnify each of its directors and officers, as

aforesaid, from and against any and all judgments, fines, amounts paid in

settlement, and reasonable expenses including attorneys' fees, actually

and necessarily included or imposed as a result of such action or

proceeding or any appeal

therein, imposed upon or asserted against him or her by reason of being or

having been such a director or officer and acting within the scope of his

or her official duties, but only when the determination shall have been

made judicially or in the manner herein provided that he or she acted in

good faith for a purpose which he or she reasonable believed to be in the

best interests of the Association and, in the case of a criminal action or

proceeding, in addition, had no reasonable cause to believe that his or

her conduct was unlawful. A non-judicial determination that the director

or officer has met the foregoing applicable standard of conduct shall be

made (1) by the Board of Directors by majority vote of a quorum consisting

of directors not at the time parties to the proceeding; (2) if a quorum

cannot be obtained under (1), by majority vote of a committee duly

designated by the Board of Directors (in which designation, directors who

are parties may participate), consisting solely of two or more directors

not at the time parties to the proceeding; (3) by special legal counsel

selected by the Board of Directors or its committee in the manner

prescribed in (1) or (2); or (4) by special legal counsel if a quorum of

the Board of Directors cannot be obtained under (1) and a committee cannot

be designated under (2), selected by majority vote of the full Board of

Directors, in which selection, directors who are parties may participate.

Every reference herein to a member of the Board of Directors or officer of

the Association shall include every director and officer thereof and

former director and officer thereof. This indemnification shall apply to

all the judgments, fines, amounts in settlement, and reasonable expenses

described above whenever arising, allowable as above-stated. The right of

indemnification herein provided shall be in addition to any and all rights

to which any director or officer of the Association might otherwise be

entitled and provisions hereof shall neither impair nor adversely affect

such rights.

ARTICLE XII

LIMITATION ON ACTIVITIES

The Association is organized and operated exclusively for charitable and

educational purposes within the meaning of sections 170(c)(2)(B),

501(c)(3), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code.

Notwithstanding any other provision herein, the Association shall not

carry on any activities not permitted to be carried on:

A. by an organization exempt from federal income taxation under section

501(a) of the Internal Revenue Code, as an organization described in

section 501(c)(3) of such Code; and/or

B. by an organization, contributions to which are deductible under section

170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code.

The Association shall use its funds only to accomplish the objectives and

purposes specified in these Bylaws, and no part of the net earnings of the

Association shall inure to the benefit of or be distributed to its

directors, officers or other private individuals, or other organizations

organized and operating for profit, except that the Association is

authorized and empowered to pay reasonable compensation for services

rendered.

ARTICLE XIII

DISSOLUTION

On dissolution or final liquidation, the Board of Directors shall, after

paying or making provision for the payment of all the lawful debts and

liabilities of the Association, distribute all the assets of the

Association to one or more of the following categories of recipients as

the Board of Directors of the Association shall determine:

A. a nonprofit organization or organizations which may have been created

to succeed the Association, as long as such organization or each of such

organizations shall then qualify as a governmental unit under section

170(c) of the Internal Revenue Code or as an organization exempt from

federal income taxation under section 501(a) of such Code as an

organization described in sections 170(c)(2) and 501(c)(3) of such Code;

and/or

B. a nonprofit organization or organizations having similar aims and

objects as the Association and which may be selected as an appropriate

recipient of such assets, as long as such organization or each of such

organizations shall then qualify as a governmental unit under section

170(c) of the Internal Revenue Code or as an organization exempt from

federal income taxation under section 501(a) of such Code as an

organization described in sections 170(c)(2) and 501(c)(3) of such Code.

ARTICLE XIV

INTERNAL REVENUE CODE

References herein to sections of the Internal Revenue Code are to

provisions of the Internal Revenue Code are to provisions of the Internal

Revenue Code of 1986, as amended, as those provisions are now enacted or

to corresponding provisions of any future United States internal revenue

law.

ARTICLE XV

NONDISCRIMINATION

The Association shall not discriminate against any individual on the basis

of ethnic group, color, creed, sex, affection or sexual orientation, age,

and/or handicapping condition.

ARTICLE XVI

RULES OF ORDER

Robert's Rules of Order, as revised and from time to time amended, shall

govern the proceedings of all bodies of the Association, except where

otherwise specified by law, the Articles of Incorporation of the

Association, or these Bylaws.

ARTICLE XVII

AMENDMENTS TO BYLAWS

These Bylaws may be amended or repealed or new Bylaws adopted upon a

two-thirds vote of the Board of Directors at any regular or special

meeting of the Board and by a majority vote of the general membership

preset at the annual meeting; or by a two-thirds vote of the Board of

Directors and by a majority vote sent to the full membership by special

mail ballot. An amendment shall be effective immediately after adoption

unless a later effective date is specifically adopted at the time the