BYLAWS 2020 | FEPWA

APPROVED JULY 9, 2020

BYLAWS

FedEx Pilots’ Wives Association, Inc.

ARTICLE I

NAME

The name of this organization shall be: FedEx Pilots’ Wives Association, Inc. (hereinafter referred to as "the Corporation").

ARTICLE II

OFFICES AND AGENTS

Section 1. Registered Office. The registered office of the Corporation required by the Tennessee Nonprofit Corporation Act shall be maintained in the State of Tennessee and it may be, but need not be, identical with the principal office if located in the State of Tennessee. The address of the registered office of the Corporation may be changed from time to time as provided in the Tennessee Nonprofit Corporation Act.

Section 2. Registered Agent. The Corporation shall maintain a registered agent in the State of Tennessee as required by the Tennessee Nonprofit Corporation Act. Such registered agent may be changed from time to time as provided by the Tennessee Nonprofit Corporation Act. The Corporation shall maintain a registered agent in such other states as may be required by applicable law.

ARTICLE III

NOT FOR PROFIT CORPORATION

Section 1. Purposes. The purpose for which the corporation is organized is for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the corresponding provisions of any future United States Internal Revenue Code. This includes the purpose of:

To encourage and support women through their membership with activities and resources that promote mutually beneficial purposes through social, educational, charitable, and recreational opportunities.
To support our two local charities, Ronald McDonald House of Memphis and FedExFamilyHouse or any other charitable organizations as designated by the Board of Directors.

Section 2. Powers. The Corporation shall have the following powers:

To receive and maintain funds of real and/or personal property, and to use and apply income and principal for the purposes set forth in Article III, Section 1, above.
To have and exercise any and all of those powers specified in sections 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Code; and those outlined in the Tennessee Nonprofit Corporation Act , Tennessee Code Annotated, Section 48-51-101, et seq., or the corresponding provision of any future Tennessee Nonprofit Corporation Act.

Section 3. Distribution of Assets upon Dissolution. In the event of dissolution, the residual assets of the corporation will be turned over to one or more organizations which themselves are exempt as organizations described in section 501(c)(3) of the internal revenue because of 1986, as amended, the corresponding sections of any future Internal Revenue Code, for exclusive public purpose. Corporations property should not be conveyed to any organization created or operated for profit or to any individual for less than fair market value of such property.

Section 4 Powers of Directors. The business affairs of the Corporation shall be managed by its Board of Directors, which shall exercise all such powers of the Corporation.

Section 5. Books of the Corporation. The Directors shall keep the books of the Corporation at such place or places as they may from time to time determine.

Section 6. Conflicts of Interest. Each Director represents and acknowledges that she has a fiduciary duty to the corporation and will recuse herself on any matter which comes before the corporation Board of Directors for approval if a conflict of interest, or potential conflict of interest exists between the action being considered by the Board of Directors and the financial or business interests of such director or any of her affiliates. The following additional requirements shall apply to each matter being considered by the Board of Directors if a conflict of interest or a potential conflict of interest exists with respect to one or more of the directors:

The interested directors must disclose the potential conflict of interest to the board.
The board may ask the interested director to leave the meeting during the discussion of the matter that gives rise to the potential conflict.
The interested director will not vote on the matter that gives rise to the potential conflict.
The board must approve the transaction or arrangement by majority vote of the directors present at a meeting that has a quorum, not including the vote of the interested director.

ARTICLE IV

MEMBERSHIP

The membership of this organization shall be composed of:

Section 1. Every wife of all pilots employed by FedEx, if she so desires.

Section 2. Every wife of all retired pilots of FedEx, if she so desires.

Section 3. Every widow of all deceased pilots of FedEx, if she so desires.

Section 4. Every female pilot of FedEx, if she so desires.

Section 5. Annual membership dues shall be set by the board of directors.

ARTICLE V

BOARD OF DIRECTORS

Section 1. The Officers of the Corporation. For tax purposes, the Officers of the Corporation shall consist of the President, Vice-President, Secretary, and Treasurer. Additional officers that the Board of Directors deems necessary may be elected or appointed by the Board of Directors in any manner consistent with these Bylaws.

Section 2. Directors. The business affairs, activities, and property of the Corporation shall be managed, directed, governed, and controlled, and the powers of the Corporation shall be vested in and exercised by a Board of Directors composed of not less than five (5) nor more than twenty four (24) members. The voting Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, Parliamentarian, Charitable Director, Communications Director, Membership Director, Social Director, Book Club Chair, Bunco Chair, Coffee Connection Chair, FedExFamilyHouse (FEFH) Liaison, FedEx Hub Tour Chair, Fundraising Chair, LCR Chair, Lunch Bunch Chair, Merchandise Chair, Movie Club Chair, New Member Liaison, Newsletter Chair, Ronald McDonald House (RMH) Liaison, Sunshine Chair and Webmaster Chair.

Section 3. Increases/Decreases. Increase in Directors. The Board of Directors may change the number of directors by amending these Bylaws. Any directorship to be filled by reason of an increase in the number of directors shall be filled by vote of the Board of Directors. Any such director elected shall hold office from the date of the election until the end of the current term. No decrease in the number of directors shall shorten the term of office of any incumbent director.

Section 4. Term of Office. The Board of Directors shall be installed for a term of one (1) fiscal year at the end of year (December) meeting. Directors shall hold office until their successors are chosen and have qualified unless they are sooner removed from office as provided in these Bylaws. Directors may serve for any number of successive terms.

Section 5. Qualifications. All directors shall be members of the Corporation in good standing and shall be persons of the age of twenty-one (21) years or older. Directors do not need to be residents of the State of Tennessee. A director must demonstrate an interest in the purposes and activities of the Corporation and must be interested in donating her time, advice, skill, energy, and support in furtherance of the Corporation and its purposes and activities.

Section 6. Nomination and Election. Open nominations will be accepted for all Board of Director positions beginning October 15th. Members must submit written nominations to the Parliamentarian prior to November 15th. If any position is contested, the Parliamentarian will announce and conduct a vote of the general membership within a period not to exceed seven (7) days. The new Board of Directors for the upcoming year will be installed no later than December 31st upon the affirmative vote of the majority of votes cast.

Section 7. Resignation and Removal. A director may resign at any time by giving written notice to the President of the Board of Directors of the Corporation, who shall announce the resignation to the full Board of Directors at the next regular meeting of the Board of Directors. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed from office without assignment of cause by a majority vote of the entire Board of Directors whenever in its judgment the best interests of the Corporation may be served thereby.

Section 8. Vacancies. Any vacancy occurring on the Board of Directors by reason of resignation, removal, death, or otherwise shall be filled by the affirmative vote of a majority of the remaining members of the Board of Directors prior to the adjournment of the next Board meeting, after general membership has been notified of the vacancy. A director elected to fill a vacancy shall be elected for the unexpired term of her predecessor in office. The term of office of a director elected to fill a vacancy shall commence upon election.

Section 9. Access. Upon resignation, removal, or end of term, all members of the Board of Directors shall allow for seamless transition by providing all materials and passwords relevant to executing official duties.

Section 10. Absences. If a director misses three (3) consecutive meetings without excuse, such absences shall be deemed to constitute such individual's tender of her resignation from the Board of Directors; provided, however, the Executive Committee shall have the authority to accept or reject such resignation.

Section 11. Compensation of Directors. Officers and directors shall serve without compensation for such positions, but may be paid for other services to the extent allowed under IRS code section 501(c)(3).

ARTICLE VI

QUORUM OF THE BOARD

Section 1. Quorum and Voting.

A. A quorum shall consist of the majority of the members of the Board of Directors or their proxies. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which shall be entertained at such meeting is a motion to adjourn; provided, however, that in the event of a vacancy on the Board of Directors or any such committee by reason of resignation, removal, death or otherwise, pending the appointment of a replacement director, a majority of directors then serving on the Board of Directors or any such committee shall constitute a quorum.

B. Each board member shall have full and equal voting rights as a member of the Board of Directors. Each director shall have one (1) vote on each matter submitted to a vote of the Board, unless they hold more than one (1) office, in which case they would have one (1) total vote on each matter submitted to a vote of the Board.

C. If deemed appropriate, the Board of Directors may choose to conduct voting by electronic means.

D. Voting by proxy shall be permitted for issues deemed appropriate by the Board. The absent director shall cast a written vote and deliver it to the President or Secretary in advance of the meeting. If the absent director can ultimately attend, or if the issues at the meeting differ from that voted upon by the written proxy, the proxy becomes ineffective.

ARTICLE VII

MEETINGS OF THE BOARD

Section 1. Place of Meetings. The regular or special meetings of the Board of Directors, or any committee designated by the Board, shall be held at any place within the State of Tennessee that the Board of Directors or any such committee, as the case may be, may designate.

Section 2. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly.

Section 3. Special Meetings. Special meetings of the Board of Directors or any committee designated by the Board may be called at any time by the President of the Board of Directors, and shall be called by the President upon receipt of the written request of two (2) of the directors. In addition, the chairperson of any committee designated by the Board or the President may call a special meeting of such committee and a special meeting shall be called by the chairperson of such committee upon receipt of the written request of two of the members of such committees.

Section 4. Notice of Meetings. Notice of meetings must be given to all members of the Board of Directors by mail, email, or other electronic means five (5) days prior to the meeting.

Section 5. Waiver of Notice. A Director may, in writing, waive notice of any meeting of the Board of Directors or any committee, either before, at, or after the meeting; and such waiver shall be deemed the equivalent of giving notice. Attendance of a Director at a meeting of the Board or any committee shall constitute a waiver of notice of that meeting unless he or she attends for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.

Section 6. Majority Action as Board Action. Every act or decision made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles or Incorporation, these Bylaws, or provisions of law require a greater or lesser percentage or different voting rules for approval of a matter by the board.

Section 7. Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the President of the Board, or if no such person has been so designated or, in her absence, by the Vice-President of the Board or, in the absence of each of these persons, a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that, in her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Section 8. Remote Attendance. Members of the Board of Directors may participate in any meeting of the Board or Committees designated by the board, by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

ARTICLE VIII

BOARD OF DIRECTORS RESPONSIBILITIES

Section 1. President. The President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Board of Directors and as the executive officer of all ex-officio committees. She shall not make or second any motion. She shall call special meetings of the organization and the Board. She has signature authority to sign contracts on behalf of the Corporation, in accordance with the Internal Financial Controls. She shall have signature authority and access to all Corporation accounts.

Section 2. Vice-President. The Vice-President shall serve as an Officer of the Corporation. She shall report directly to the President. She will, in the absence of the President, perform the duties of the President. She shall act as assistant to the President and perform such duties as may be delegated to her by the President. She shall sit on both the Governance Committee and the Finance Committee as a standing committee member. The Communications Director, Membership Director, and Social Director will report to the Vice-President.

Section 3. Secretary. The Secretary shall serve as an Officer of the Corporation. She shall report directly to the President. She is the Corporation’s official record keeper and shall maintain all Corporation correspondence along with any and all official documents. She shall maintain one mailbox key. She shall attend all meetings of the Board of Directors and record all proceedings of the meetings of the Corporation and the Board of Directors in a file to be kept for that purpose. She shall submit previous meeting minutes to the Board for approval.

Section 4. Treasurer. The Treasurer shall serve as an Officer of the Corporation. She shall report directly to the President. She shall oversee the Corporation's financial administration, review and enforce financial policies and procedures, generate and present monthly financial reports to the board, and create an annual budget with the aid of the Finance Committee. She shall maintain one mailbox key. The Treasurer will be responsible for coordinating with a CPA and filing any necessary tax forms to state or federal tax agencies, in accordance with Tennessee Nonprofit Corporation Act , Tennessee Code Annotated, Section 48-51-101, et seq., or the corresponding provision of any future Tennessee Nonprofit Corporation Act, and as may be permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any Future United States Internal Revenue Code. The Treasurer will submit to an internal audit upon request of the Board of Directors. She shall serve as the Finance Committee Chair and sit on the Auction Committee as a standing committee member.

Section 5. Parliamentarian. The Parliamentarian shall report directly to the President. She shall be the expert in rules of order and implement procedures for the conduct of all regular meetings. She will assist the organization in the drafting, revising, and interpretation of bylaws and rules of order, and the planning and conduct of meetings. She shall have the authority to limit discussions from the floor. She shall preside over the nomination and election of the Board of Directors as outlined in Article V, Section 6. She shall serve as the Governance Committee Chair.

Section 6. Charitable Director. The Charitable Director shall report directly to the President. She shall act as a liaison between all charitable committees and the general membership. She will serve as the Auction Committee Chair, coordinating the Corporation’s primary fundraiser, an annual auction. She will report committee activity to the Board monthly. She will coordinate her efforts with the following Directors: FedExFamily House Liaison, Ronald McDonald House Liaison, and Fundraising.

Section 7. Communications Director. The Communications Director shall report directly to the Vice-President. She shall act as a liaison between the Corporation and the media. She shall also arrange for the documentation and publicization of the Corporation’s events. She shall ensure the continuity of and adherence to the Corporation’s brand identity. She will coordinate the efforts of the following Directors: Merchandise, Newsletter, and Webmaster.

Section 8. Membership Director. The Membership Director shall report directly to the Vice-President. She shall act as a liaison between the Board of Directors and the general membership. She shall compile, maintain and distribute a current membership roster. She will coordinate the efforts of the following Directors: New Member Liaison, Coffee Connection, and Sunshine.

Section 9. Social Director. The Social Director shall report directly to the Vice-President. She will coordinate all social functions. She shall serve as a liaison between the Board of Directors and all social groups. She will coordinate the efforts of the following Directors: Book Club, Bunco, FedEx Hub Tour, LCR, Lunch Bunch, and Movie Club.

Section 10. Book Club. The Book Club Chair shall be responsible for coordinating dates of each monthly gathering and helping to facilitate meetings. She will report to the Social Director.

Section 11. Bunco. The Bunco Chair shall be responsible for coordinating dates of each monthly gathering and helping to facilitate each event. She will report to the Social Director.

Section 12. Coffee Connection. The Coffee Connection Chair shall be responsible for coordinating dates of each monthly gathering and helping to facilitate each event. She will report to the Membership Director.

Section 13. FedExFamilyHouse (FEFH) Liaison. The FEFH Liaison shall be responsible for all communication and logistics for Christmas decorating/un-decorating days. She will coordinate any additional FEFH service projects. She shall sit on the Auction Committee as a standing committee member. She will report to the Charitable Director.

Section 14. FedEx Hub Tour. The FedEx Hub Tour Chair shall be responsible for all communication and logistics regarding an annual tour of the FedEx Hub. She will report to the Social Director.

Section 15. Fundraising. The Fundraising Chair shall be responsible for coordinating secondary fundraisers and helping to facilitate each event. She will report to the Charitable Director.

Section 16. LCR. The LCR Chair shall be responsible for coordinating dates of each monthly gathering and helping to facilitate events. She will report to the Social Director.

Section 17. Lunch Bunch. The Lunch Bunch Chair shall be responsible for coordinating dates of each monthly gathering and helping to facilitate events. She will report to the Social Director.

Section 18. Merchandise. The Merchandise Chair shall be responsible for maintaining inventory of items for sale to members, including but not limited to apparel, mugs and nametags. She will report to the Communications Director.

Section 19. Movie Club.. The Movie Club Chair shall be responsible for coordinating dates of each monthly gathering and helping to facilitate events. She will report to the Social Director.

Section 20. New Member Liaison. The New Member Liaison shall be responsible for welcoming new members, encouraging prospective members to attend events and introducing them at functions. She will report to the Membership Director.

Section 21. Newsletter. The Newsletter Chair shall be responsible for gathering, organizing, and disseminating pertinent information monthly concerning FEPWA’s members, upcoming meetings, and local events. She will report to the Communications Director.

Section 22. Ronald McDonald House (RMH) Liaison. The RMH Liaison shall be responsible for all communication and logistics for Halloween decorating and the Christmas tree decorating. She will coordinate any additional RMH service projects. She shall sit on the Auction Committee as a standing committee member. She will report to the Charitable Director.

Section 23. Sunshine. The Sunshine Chair shall be responsible for sending cards acknowledging marriages, births, illnesses and deaths. She will report to the Membership Director.

Section 24. Webmaster. The Webmaster Chair shall be responsible for managing the website to include all changes and updates. She will report to the Communications Director.

ARTICLE IX

COMMITTEES

Section 1. General. The Board of Directors, by a majority vote of the entire Board, may designate and appoint one (1) or more committees of the Board of Directors, each of which shall report to a specified director. All decisions and actions of a committee shall be subject to review by the Board of Directors. 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 her by law. If any such delegation of authority of the Board of Directors is made as provided herein, all references to the Board of Directors contained in these Bylaws, the Articles of Incorporation, the Tennessee Nonprofit Corporation Act, or any other applicable law or regulation relating to the authority so delegated, shall be deemed to refer to such committee.

Section 2. Standing Committees. The standing committees of the Board shall consist of the following:

A. Executive Committee. The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, Parliamentarian, Charitable Director, Communications Director, Membership Director, and Social Director. By a majority vote of the entire Board, the Board may appoint additional directors to the Executive Committee. The Executive Committee shall be chaired by the President. The Executive Committee shall meet to consider matters of a nature that cannot wait for action until the next meeting of the Board, and shall have power to act in regard to such matters. Notice of formal action taken by the Executive Committee shall be provided to all board members within 48 hours. The Executive Committee may meet at any time to discuss the prospective agenda for the regular or special meetings of the Board or to discuss and subsequently make recommendations on any matter to the entire Board.

B. Governance Committee. The Governance Committee shall comprise only members in good standing of the board of directors and shall be chaired by the Parliamentarian. Other committee members shall include the Vice President, along with two other members of the Board of Directors. The committee shall provide the board guidance where any issue of governance is concerned, including but not limited to parliamentary procedure, ethical practice, implementing transparent policy, and compliance with organization, state, and federal guidelines. Duties of the committee include conducting an annual bylaw review, serving as a nominating committee, ensuring implementation of all adopted board policies, to include conflict of interest and whistleblower policies. Any findings or recommendations of the committee shall be subject to the approval of the Board of Directors.

C. Finance Committee. The Finance Committee shall comprise only members in good standing of the Board of Directors and General Membership and shall be chaired by the Treasurer. Other committee members shall include the Vice President along with two other members of the Board of Directors or General Membership. The committee shall provide the board guidance where any issue of finance is concerned, including but not limited to fiscal responsibility and oversight, strategic planning and analysis, protection of assets, ensuring transparent policy, and complying with organization, state, and federal guidelines. Duties of the committee include conducting an annual budget review, reviewing annual tax returns, revising organizational fiscal policies, ensuring budget adherence, and complying with state and federal deadlines. Any recommendations of the committee shall be subject to the approval of the Board of Directors.

D. Auction Committee. The Auction committee shall be chaired by the Charitable Director, and include the Treasurer, FedExFamilyHouse, and Ronald McDonald House Liaisons. The remainder of the committee shall not be subject to election by the Board and shall not be specified other than that they must be members in good standing. The committee shall support the efforts of the Charitable Director to execute a transparent, profitable annual auction in accordance with state and federal fundraising guidelines. Duties of the committee include but are not limited to regular auction committee meeting attendance, adherence to the Auction budget, assisting in donation solicitation and all other efforts related to the annual fundraising auction.

E. Other Committees. The Corporation shall have such other committees as may be designated by a majority vote of the entire Board of Directors.

ARTICLE X

INDEMNIFICATION

Section 1. General Rule. The Corporation, to the fullest extent permissible under Tennessee code annotated, section forty-eight 48 – 58 – 501, et seq., and any other applicable law, shall indemnify and hold harmless Directors and Officers acting in an official capacity on behalf of the Corporation against personal liability, and may advance, pay for or reimburse the reasonable expenses incurred in the defense of any proceeding to which such individuals may be named. This write up indemnification shall not be deemed exclusive of any other rights to which said persons otherwise maybe entitled. This indemnification shall extend to such persons whether or not they continue to hold the position with the Corporation at the time such expenses and costs may be incurred .

The Corporation shall indemnify any director, officer, or former director or officer of the Corporation against all expenses actually and reasonably incurred by her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which she is made a party by reason of being or having been a director or officer, except in relation to matters as to which she is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be exclusive of any other indemnification provided for in the Articles of Incorporation or any Bylaw, by resolution or otherwise. The Corporation shall be authorized to purchase insurance or other similar device for the purpose of such indemnification.

ARTICLE XI

FISCAL MANAGEMENT

Section 1. Fiscal Year. Effective 2021, the fiscal year of the Corporation will be January 1st through December 31st.

Section 2. Auditing and Reports. A monthly report of the affairs of the Corporation for the previous month shall be submitted to the Board of Directors at each regular meeting, and filed with the Secretary of the Corporation. The books and records of the Corporation shall be reviewed by an independent certified public accountant at the expense of the Corporation at such times as may be designated by a majority vote of the Board of Directors. The Board of Directors may also designate a committee of its members to audit the books and records of the Corporation at such times as it shall be determined by a majority vote of its members.

Section 3. Checks and Endorsement. All checks and drafts upon the funds or credit of the Corporation in any of its depositories shall be signed by the Treasurer or President. All checks, notes, bills receivable, trade acceptances, drafts, and other evidences of indebtedness payable to the Corporation shall, for the purpose of deposit, discount or collection, be endorsed by the Treasurer or President. All checks and drafts upon funds of the Corporation shall be disbursed in accordance with the terms and conditions set forth in the Internal Financial Controls, which may be amended from time to time, as approved by the Board of Directors.

Section 4. Execution of Instruments. The President and Secretary shall have power to execute on behalf of and in the name of the Corporation any deed, contract, bond, debenture, note or other obligations or evidences of indebtedness, or proxy, or other instrument requiring the signature of an officer of the Corporation, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer, director or agent of the Corporation. Unless so authorized, no officer, director or agent shall have any power or authority to bind the Corporation in any way, to pledge its credit or to render it liable peculiarly for any purpose or amount.

Section 5. Limitation on Transactional Authority. No member of the Corporation shall be authorized to incur any debt or obligation, nor to otherwise make any expenditure, unless specifically authorized to do so by the Board of Directors or expressly approved by a majority vote of the Board of Directors.

Section 6. Prohibition Against Loans. The Corporation shall not make loans to any officer or director of the Corporation.

Section 7. Gifts. No individual may receive a personal benefit or gift related to her service as a member of the Board of Directors. The Board of Directors, however, may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or of any special purpose of the Corporation.

Section 8. Event Costs. With the exception of charitable and fundraising events open to the public, the cost of attending an event must cover event costs, excluding venue costs for free general membership events.

Section 9. Event Payments. Members must RSVP for social functions which require payment. Once a member has paid to attend a function, she must cancel her reservation prior to the RSVP deadline to receive a refund.

ARTICLE XII

AMENDMENT OF BYLAWS

Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by a majority vote of the entire Board of Directors.

ARTICLE XIII

CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of this Corporation filed with the Secretary of this State and used to establish the legal existence of this Corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

IN WITNESS WHEREOF, I hereby certify that these Bylaws were duly adopted by the Board of Directors for the Corporation.

______________________________________________________________________BEVERLY MICHALEK DATE

President