Starting an NGO in India

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 –

Ø the felt needs of target community, i.e. the real problems faced by the community,

Ø how the NGO can identify and tackle them or create a forum where it can be expressed by the

community,

Ø staff expertise and skills available,

Ø availability and quality of full-time or part-time staff and volunteers,

Ø the funding strategy including sources of funding identified and tapped,

Ø whether such sources are local or international and approvals obtained,

Ø 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:

Ø 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.

Ø Financial information, sources of funding, financial statements (revenue and expense

statement and balance sheet) for two or three projected years

Ø 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 Minister’s

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 company’s 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 Content

Article 1:

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

Article 2:

Name, Acronym and

Logo

What is the name of the NGO? What is its official acronym? If available,

how does its logo design look like?

Article 3:

Applicable laws and

legal status

Under what local and national laws is the NGO set up? Does it have

official consultative status with the UN, or is it UN-accredited? Is it a

member of any national, regional or international

network/assication/initiative?

Article 4:

Sphere of activities

What activities will the NGO undertake? What will be its spheres (or

categories) of activities?

Article 5:

Location and Duration

Where is the registered office of the NGO located? What is its postal

address? How long will the NGO be set up for - that is, is it for a limited

period only, or is it unlimited?

Article 6:

Aims, Visions and

Mission

What are the aims of the NGO? Have goals and objectives been

developed? What is its vision statement? What will be the mission of the

NGO, and who will be its target beneficiaries?

MEMBERSHIP

Article 7:

Membership

Does the NGO have members? What is the membership structure of the

NGO?

Article 8:

Qualification

What is the qualifications of the NGO's members? Why are such

qualifications needed?

Article 9: How will members be invited and admitted to the NGO? What is the

Admission procedure?

Article 10:

Responsibility

What will be the expectations and duties/responsibilities of the NGO

members?

Article 11:

Consensus Building

How will consensus building be achieved among the members? How

will decisions be taken on the NGO's activities? What are the

procedures?

Article 12:

Resignation

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?

Article 13:

Expulsion or

Suspension

Under what circumstances can a member be expulsed or suspended from

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 14:

Organizational

Structure

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 15:

Procedures

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?

Article 16:

Scope

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

responsibilities of the General Assembly?

Article 17:

Decision-Making

How will the General Assembly decisions be taken? How and who can

present proposals for decision-making, and what is the

procedure/process for taking decisions?

Article 18:

Quorum

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 19:

Composition

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?

Article 20:

Eligibility

Who will be eligible to become members of the NGO's Board? What

will their qualifications be?

Article 21:

Selection and

Appointment

How will potential individuals be identified and selected to the NGO's

board? How will the appointment be decided and implemented?

Article 22:

Term of Office How long will a member's term of office be on the NGO's Board?

Article 23:

Vacancies

How will vacancies in the Board's membership be handled? How will

the position be advertised and recommendations/applications be

processed?

Article 24:

Duties and Functions

of the Board

What will the duties and functions of the Board be? What is the NGO's

expectation of a Board member?

Article 25:

Decision-making.

Like the General Assembly, how will decisions be taken in Board

meetings? What is the procedure and quorum for a decision to be

accepted and implemented?

Article 26:

Press statements.

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?

Article 27:

Meetings.

What is the usual agenda for a board meeting? Who will call it, and how

will the proceedings be handled?

Article 28:

Quorum

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?

Article 29: If a Board Member wishes to resign from his/her position, how will it be

Resignation handled? What is the procedure?

Article 30:

Removal

Under what circumstances can a Board member be removed (either

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?

SUPPORTING COMMITTEES

Article 31:

Running.

What committees will be set up to support the functioning of the NGO?

(eg., Funding, media, strategy/policy/project development etc.).

Article 32:

Aims and

Responsibilities

Why will these committees be set up? What will be their main aims and

responsibilities?

Article 33:

Election and Term of

office

How will the committees be set up? What is the procedure for the

election/selection of committee member? What will be their term of

office?

Article 34:

Duties and

Responsibilities

What function will the members of the committee perform? What will

their duties and responsibilities be? Who will decide the duties and

responsiblities, and how can they be modified?

AUDITOR

Article 35:

Annual Audit.

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?

STAFFING

Article 36:

Definition

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)?

Article 37:

Duties and roles of

staff members

How many staff members will be working at the NGO (both full-time

and part-time)? What will be their duties and roles within the overall

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

Article 39:

Sources and uses.

What is the nature of (financial) resource needs of the NGO? What will

be the primary sources of such resources (including private/personal

sources).

Article 40:

Initial Capital and

Assets

What will the initial capital needs of the NGO be? What kinds of assets

(financial and non-financial) will be needed to start the NGO?

Article 41:

Funding Raising.

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 42:

Liability.

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:

Fiscal year/Financial

Year

What is the duration, and starting month, of the NGO's fiscal/financial

year?

Article 44:

Applicable law and

Court

Under what applicable law and court will the NGO be constituted? How

will disputes and other legal matters be handled?

Article 45:

Dissolution.

Under what circumstances can/will the NGO be dissolved? What is the

procedure for dissolution? Who will be responsible for dissolving the

NGO?

Article 46:

Liquidation profit.

If profits are generated during the liquidation process of an NGO, how

will it be disbursed? What procedures are in place to handle such

matters?

ABOUT THE By-Laws

Article 47:

Coming into force.

When do the By-Laws come into force? What is the procedure to ensure

that the By-Laws are legally accepted and are also informed to all

appropriate/concerned persons?

Article 48:

Validity, and

extension of validity,

of By-Laws

What is the period of validity of the By-Laws? What is the procedure to

extend the validity of the By-Laws?

Article 49:

Additions,

modifications and

amendments to

Articles

What is the procedure for additions, modifications and amendments to

be made to the articles in the By-Laws? Who is authorized to undertake

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 Corporation’s 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

corporation’s 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 corporation’s

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.