BYLAWS
OF
ASIAN AMERICAN ALLIANCE OF SAN ANTONIO (V1.1)

ARTICLE ONE
NAME, PURPOSES, POWERS AND OFFICES

Section 1.1. Name.  The name of this corporation is Asian American Alliance of San Antonio(the "Corporation"). 

Section 1.2. Purposes.  The Corporation is organized and shall be operated exclusively for the promotion of social welfare within the meaning of section 501(c)(4) of
the Code, including but not limited to (1) to providing a common platform for all Asian American organizations in the San Anonio, Texas area to communicate and work together to achieve common goals and interests; (2) engaging in all activities necessary, useful or expedient, through operative measures, to enhance communication and cooperation among Asian American organizations and their members and other community groups in San Antonio, Texas; (3) obtaining funding to promote the well being of the Asian American community; and to promote the common interests and well being of all Asian Americans in the United States; (4) initiating, sponsoring, and supporting activities that help member organizations to develop awareness and understanding of the issues of interest to Asian Americans; (5) promoting friendship, fellowship, and mutual understanding among the member organizations and the community at large; (6) coordinating its activities with other similar organizations with similar objectives in the United States and abroad; and (7) engaging in any and all lawful activities incidental to the foregoing purposes. The Corporation shall not carry on, other than as an insubstantial part of its activities, activities that are not in furtherance of its purposes. 

Section 1.3. Powers.  The Corporation is a nonprofit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in the Texas Non-Profit Corporation Act; provided, however, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income tax as an organization described in Section 501(c) (4) of the Code.

Section 1.4. Offices.  The Corporation may have, in addition to its registered office, offices' ' at such places, both within and without the State of Texas, as the Executive Board of Directors may from time to time determine or as the activities of the Corporation may require. 

ARTICLE TWO
MEMBERS AND ASSOCIATES

Section 2.1. General.  The Corporation shall have members. The membership of the Corporation shall consist of those organizations that may from time to time be admitted to membership in the manner and under the requirements specified herein. 

Section 2.2. Associates.  Any individual, group, organization or entity that is in agreement with the purposes of the Corporation may become an associate upon (i) completing (to the satisfaction of the Executive Board of Directors or its designee) such associate application or renewal as may be prescribed by the Executive Board of Directors or its designee; and (ii) paying associate dues by such time and in such amount as may be determined in the manner provided by these Bylaws. Each associate shall have the privilege of attending every meeting of members, but shall not have voting rights. An associate may be removed as such, with or without cause, by the Executive Board of Directors. An associate shall continue in such capacity until the earlier of the associate's removal, disqualification, resignation, death or dissolution. 

Section 2.2.1 Advisory Associates.  There are two categories of Advisory Associates: (i) Past Presidents of the Corporation and (ii) Subject Matter Experts.  Individuals must be in agreement with the purposes of the Corporation.  Advisory Associates have all privileges and restrictions of Associates but are not required to pay dues.  Past Presidents of the Corporation are de facto Advisory Associates and do not require application to the Executive Board of Directors.  Subject Matter Experts require application to the Executive Board of Directors. Subject Matter Experts are individuals who have specific knowledge and skills and whose advice and counsel would benefit the Corporation.  SMEs annual term subject to renewal by the Executive Board of Directors.

Section 2.3. Powers and Duties. The members shall have such rights and perform such duties as may be provided by the Corporation's Articles of Incorporation and these bylaws. All other corporate power shall be exercised by or under the authority of the Executive Board of Directors. 

Section 2.4. Qualifications for Membership.  Membership in the Corporation shall be open to non-profit organizations of people of Asian origin engaged in social welfare, charitable, educational and for cultural activities that (i) have at least twenty-five (25) members and a written constitution or written bylaws, (ii) are interested in the goals and purposes of the Corporation, (iii) are willing to subscribe to these bylaws, and (iv) are otherwise qualified under the criteria established by the Executive Board of Directors from time to time for membership. 

Section 2.5. Applications for Membership.  All applications for membership shall be made in writing to the secretary of the Corporation on application forms furnished by the Corporation for that purpose. The secretary of the Corporation shall submit all applications to the Executive Board of Directors for review thereby. 

Section 2.6. Admission of Members.  Admission of all applicants for membership shall be by an affirmative vote of a majority of the directors present and voting at any meeting of the Executive Board of Directors at which a- quorum is present or in such other manner as the Executive Board of Directors may from time to time determine. 

Section 2.7. Interest of Members.  No member of the Corporation shall have any right, title, or interest in or to the whole or any part of the assets of the Corporation, and no member shall be entitled to either the whole or any part of such assets in the event of the termination of such member's membership in the Corporation for any reason whatsoever. 

Section 2.8. Resignation.   Any member may resign at any time, but such resignation shall not relieve the resigning member from such member's obligation to pay any dues theretofore accrued and unpaid. All resignations shall be made in writing to the president or secretary of the Corporation. Unless otherwise specified in the written notice of resignation, the resignation shall take effect upon receipt by such officer, and the acceptance of the resignation shall not be necessary to make it effective. 

Section 2.9. Removal of Members.  The Executive Board of Directors, at any meeting at which a quorum of directors shall be present, by a two-thirds (2/3) vote of those present may terminate the membership of any member. Such action by the Executive Board of Directors shall be final and shall cancel all rights, interests or privileges of such member in the Corporation. 

Section 2.10. Meetings of Members. 

(a) Annual Meetings.  An annual meeting of members shall be held in the month of September of each year at such time and place as shall be determined by the Executive Board of Directors of the Corporation and communicated to all members. At such annual meeting, the members shall elect the officers and transact such other business as shall be included in the notice and agenda for the meeting. Written notice of the place, date and time of each annual meeting of members shall be delivered not less than, ten (10) nor more than 60 days before the date of such meeting, to each member who on the record, date for notice of the meeting is entitled to vote thereat, at such member's address as it appears on the books of the Corporation at the time such notice is given. 

(b) Special Meetings. Special meetings of the members may be called by the President of the Corporation, the Executive Board of Directors or persons collectively possessing not less than one-third (1/3) of the votes entitled to be cast by the members of the Corporation. Written notice of the place, date, time and purpose of each special meeting of members shall be given to each member not less than ten (10) nor more than.60 days prior to the date thereof. No business shall be transacted at a special meeting of members except as stated in the notice of such meeting. 

(c) Chairman of Meetings. The chairman for all meetings of members shall be the president or vice-president of the Corporation, except that, in the event such president or -vice-president are unavailable, the president shall appoint an officer of the Corporation to act in that capacity. 

(d) Place of Meetings. Meetings of members shall be held at such places, within or without the State of Texas, as may from time to time be determined by the Executive Board of Directors or as may be specified in the respective notices or waivers of notice thereof. 

(e) Record Date. Only those persons who are members of the Corporation at least ten (10) days immediately prior to the day upon which the Corporation mails notice of any meeting to its members and are entitled to vote thereat shall be entitled to receive notice of such meeting. 

(f) Quorum and Manner of Acting. The presence in person or by written proxy of a majority of the members entitled to vote, at a meeting of members held in accordance with these Bylaws, shall be necessary and sufficient to constitute a quorum for the transaction of business at such meeting. Except as otherwise provided by any statute, the Articles of Incorporation or these Bylaws, the act of a majority of the members voting at any meeting of members at which a quorum is present shall constitute the act of the members. If a quorum is not present at any meeting of the members, the members present and entitled to vote at such meeting shall adjourn the meeting from time to time, without notice other than announcement at the meeting, until such time as a quorum is present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened. 

(g) Voting.  Each member shall be entitled to one (1) vote on each matter submitted to a vote at any meeting of members, except as otherwise provided by statute, the Articles of Incorporation or these Bylaws. A member may vote in person or by written proxy. The President does not vote unless there is a tie.

(h) Telephone Meetings.  Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members may, unless otherwise restricted by statute, by the Articles of Incorporation or by these Bylaws, participate in and hold a meeting by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. 

Section 2.1 1. Verification.  The Corporation's membership book shall be prima facie evidence as to who are the members of the Corporation. 

Section 2.12. Transfer or Lapse of Membership.  Membership in the Corporation shall not be transferrable or assignable. Upon the resignation or removal of any member, the membership of such member shall immediately lapse and terminate. 

Section 2.13. Nonliability of Members.  The members of the Corporation shall not be personally liable for the debts, liabilities, or obligations of the Corporation. 

Section 2.14. Initiation Fee. There shall be no initiation fee for membership in the Corporation. 

Section 2.15. Membership and Associate Dues.  Membership and associate dues shall be established by a majority vote of the Board of Directors. A member or associate who fails to pay dues within 90 days of notice shall forfeit its membership or associate status. 

Section 2.16. Termination for Nonpayment of Dues.  The Executive Board of Directors shall establish a uniform grace period during which a member shall hot have his or her membership in the Corporation terminated for non-payment of dues. If payment is not received by the Corporation by the end of such grace period, then the membership of such member shall be terminated and such member shall be so notified by the secretary of the Corporation. 

Section 2.17. Reinstatements.  Any member whose membership has been terminated for non-payment of dues may be considered for reinstatement upon submission of a new application to the secretary of the Corporation, accompanied by a reinstatement fee, if any, as determined by the Executive Board of Directors and payment of past dues owing. 

ARTICLE THREE

EXECUTIVE BOARD OF DIRECTORS

Section 3.1. General Powers; Delegation.  The activities, property and affairs of the Corporation shall be managed by its Executive Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by statute, by the Articles of Incorporation or by these Bylaws. 

Section 3.2. Number and Qualifications.  The initial Executive Board of Directors of the Corporation shall consist of seven (7) directors; thereafter, the Executive Board of Directors shall consist of such number of directors as shall be determined from time to time by resolution of the members; provided, that at no time shall the number of directors be less than five (5), and no decrease in number shall have the effect of shortening the term of any incumbent director. 

Section 3.3. Term of Office.  The initial directors of the Corporation shall be those persons named in the Articles of Incorporation as the initial directors, and they shall hold office until their successors are chosen and qualified at the first annual meeting of the members, or until their respective earlier deaths, resignations, retirements, disqualifications or removals from office. Thereafter, each director shall hold office for a two year term until such director's successor is chosen and qualified, or until such director's earlier death, resignation, retirement, disqualification or removal from office. 

Section 3.4. Filling of Vacancies.  Any vacancy occurring in the Executive Board of Directors resulting from the death, resignation, retirement, disqualification or removal from office of any director shall be filled by the affirmative vote of a majority of the members present at any meeting of the members at which a quorum is present. Any director elected or appointed to fill a vacancy shall hold office until such director's successor is chosen and qualified, or until such director's earlier death, resignation, retirement, disqualification or removal from office.

Section 3.5. Removal.  Any director may be removed, either for or without cause, by the affirmative vote of a majority of the members present at any meeting of the members at which a quorum is present, if notice of the 'intention to act upon such matter shall have been given in the notice of such meeting and if such notice is provided to the director proposed to be removed. 

Section 3.6. Place of Meetings.  Meetings of the Executive Board of Directors shall be held at such places, within or without the State of Texas, as may from time to time be fixed by the Executive Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof 

Section 3.7. Annual Meetings.   An annual meeting of the Executive. Board of Directors, of which no notice shall be necessary, shall be held each year immediately following the annual meeting of members, and at the same place. At such annual meeting, the directors shall elect officers and transact any and all other business as may properly come before the meeting. 

Section 3.8.  Regular Meetings.  Regular meetings of the Executive Board of Directors shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board and communicated by notice to all directors. Except as otherwise provided by statute, by the Articles of Incorporation or. by these Bylaws, any and all business may be transacted at any regular meeting. 

Section 3.9. Special Meeting.  Special meetings of the Executive Board of Directors may be called by the President upon not less than one (I) nor more than 60 days' notice to each director, either personally, by hand delivery, by mail or by facsimile transmission. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two (2) or more directors.  Except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Executive Board of Directors need be specified in the notice. or waiver of notice of such meeting. 

Section 3.10. Quorum and Manner of Acting.  At all meetings of the Executive Board of Directors the presence of a majority of the number of directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. Directors present by proxy may not be counted toward a quorum. The act of a majority of the directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Executive Board of Directors unless the act of a greater number is required by statute, by the Articles of Incorporation or by these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. A director may vote in person or by proxy executed in writing by the director. No proxy shall be valid after three (3) months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. If a quorum shall not be present at any meeting of the directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened. The President does not vote unless there is a tie.

Section 3.1 1. Directors' Compensation.  Directors may receive compensation for their services as directors or as members of a standing or special committee of the Board, may receive  reimbursement for expenses incurred on behalf of the Corporation or in attending meetings of the Executive Board of Directors and may receive compensation for serving the Corporation in any other capacity. 

Section 3.12. Telephone Meetings.  Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Executive Board of Directors or members of any committee designated by such Board may, unless otherwise restricted by statute, by the Articles of Incorporation or by these Bylaws, participate in and hold a meeting of such Executive Board of Directors or committee by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. 

ARTICLE FOUR
COMMITTEES

Section 4.1. Committees of Directors.  The Executive Board of Directors by resolution adopted by a majority of the directors in office may designate one or more committees which to the extent provided in said resolution, shall have and exercise the authority of the Executive Board of Directors in the management of the Corporation. Each such committee shall consist of two (2) or more persons, a majority of whom are directors. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Executive Board of Directors, or any individual director, of any responsibility imposed on the Board or such director by law. 

Section 4.2. Advisory Boards or Committees.  Advisory boards or committees not having and exercising the authority, responsibility or duties of the Executive Board of Directors in the management of the Corporation may be designated by a resolution adopted by the directors. Except as otherwise provided in such resolution, members of each such advisory board or committee need not be directors of the Corporation. The President shall appoint the members of such advisory boards or committees. Any member thereof may be removed by the President whenever in the President's judgment the best interests of the Corporation shall be served by such removal. 

Section 4.3. Term of Office.  Each member of a committee of directors or advisory board or committee shall continue as such until the next annual meeting of the directors of the Corporation and until such member's successor is appointed, unless the board or committee is sooner terminated, or unless such member is removed from such board or committee or shall cease to qualify as a member thereof. 

Section 4.4. Chairman.  Unless otherwise ,designated by these Bylaws, one or more members of each directors' committee or advisory board or committee shall be appointed chairman, or co-chairman, by the person or persons authorized to appoint the members thereof. 

Section 4.5. Vacancies.  Vacancies in the membership of any committee of directors or advisory board or committee may be filled by appointments made in the same manner as provided in the case of the original appointments. 

Section 4.6. Quorum: Manner of Acting. Unless otherwise provided in the resolution of the Executive Board of Directors designating a committee of directors or advisory board or committee, a majority of the whole board or committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the board or committee. 

Section 4.7. Rules.  Each committee of directors or advisory board or committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Executive Board of Directors. 

ARTICLE FIVE
NOTICES

Section 5.1. Manner of Giving Notice.  Whenever, under the provisions of any statute, the Articles of Incorporation or these Bylaws, notice is required to be given to any member, director or committee member of the Corporation, and no provision is made as to how' such notice shall be given, it shall not be construed to require personal notice, but any such notice may be given in writing by hand delivery, by facsimile transmission or by mail, postage prepaid, addressed to such member, director or committee member at such person's address as it appears on the records of the Corporation. Any notice required or permitted to be given by mail shall be.deemed.to be delivered at the time when the same shall be thus deposited in the United States mails as aforesaid. Any notice required or permitted to be given by facsimile shall be deemed to be given upon successful transmission of such facsimile. 

Section 5.2. Waiver of Notice.  Whenever any notice is required to be given to any member, director or committee member of the Corporation under the provisions of any statute, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 

ARTICLE SIX

OFFICERS, EMPLOYEES AND AGENTS:

POWERS AND DUTIES

Section 6.1. Elected Officers. The elected officers of the Corporation shall include a President, a Secretary and a Treasurer, and may include one or more Vice Presidents, as may be determined from time to time by the Executive Board (and .in the case of any such Vice President, with such descriptive title, if any, as the Board shall deem appropriate). None of the elected officers need be a member of the Executive Board of Directors. 

Section 6.2. Election.  So far as is practicable, all elected officers shall be elected by the Executive Board of Directors at each annual meeting thereof. 

Section 6.3. Appointive Officers.  The Executive Board of Directors may also appoint one or more Assistant Secretaries and Assistant Treasurers and such other officers and assistant officers and agents, as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board. 

Section 6.4. Two or More Offices.  Any two (2) or more offices may be held by the same person, except that the President and Secretary shall not be the same person. 

Section 6.5. Compensation.  The compensation of all officers of the Corporation shall be fixed from time to time by the Executive Board of Directors. The Executive Board of Directors may from time to time delegate to the President the authority to fix the compensation of any or all of the other employees and agents of the Corporation. 

Section 6.6. Term of Office; Removal; Filling of Vacancies.  Each elected officer of the Corporation shall hold office until such officer's successor is chosen and. qualified in such officer's stead or until such officer's earlier death, resignation, retirement, disqualification or removal from office.  Each appointive officer shall hold office at the pleasure of the Executive Board of Directors without the necessity of periodic reappointment. Any officer or agent may be removed at any time by the Executive Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Executive Board of Directors. 

Section 6.7. President.  The president shall be the chief executive officer of the Corporation and, subject to the provisions of these Bylaws, shall have general supervision of the activities and affairs of the Corporation and shall have general and active control thereof. The President shall preside when present at meetings of the Executive Board of Directors. The President shall have general authority to execute bonds, deeds and contracts in the name of the Corporation and to affix the corporate seal thereto; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require and to fix their compensation; to remove or suspend any employee or agent; and in general to exercise all the powers usually appertaining to the office of president of a corporation, except as otherwise provided by statute, the Articles of Incorporation or these Bylaws. In the absence or disability of the President, the duties of such office shall be performed and the powers may be exercised by the Vice Presidents, if any, in the order of their seniority, unless otherwise determined by the President or the Executive Board of Directors. 

Section 6.8. Vice Presidents.  Each Vice President shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the President or the Executive Board of Directors. 

Section 6.9. Secretary.  The Secretary shall see that notice is given of all annual and special meetings of the Executive Board of Directors and shall keep and attest true records of all proceedings at all meetings of the Board. The Secretary shall have charge of the corporate seal and shall have authority to attest any and all instruments of writing to which the same may be affixed. The Secretary shall keep and account for all books, documents, papers and records of the Corporation, except those for which some other officer or agent is properly accountable. The Secretary shall generally perform all duties usually appertaining to the office of secretary of a corporation. In the absence or disability of the Secretary, the duties of such office shall be performed and the powers may be exercised by the Assistant Secretaries in the order of their seniority, unless otherwise determined by the Secretary, the President or the Executive Board of Directors. 

Section 6.10. Assistant Secretaries.  Each Assistant Secretary shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the Secretary, the President or the Executive Board of Directors. 

Section 6.1 1. Treasurer.  The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of and shall be responsible, for all matters pertaining to the accounts and finances of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Corporation and all other documents relating to. such payments; shall receive, audit and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of account of the Corporation, their arrangements and classification; shall supervise the accounting and auditing practices of the Corporation and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, finds and securities of the Corporation; shall deposit or cause to be deposited all such finds in and with such depositories as the Executive Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise upon all terms of credit granted by the Corporation; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Corporation. The Treasurer shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Corporation, and to give proper receipts or discharges for all payments to the Corporation. The Treasurer shall generally perform all duties usually appertaining to the office of treasurer of a corporation. In the absence or disability of the Treasurer, the duties of such office shall be performed and the powers may be exercised by the Assistant Treasurers in the order of their seniority, unless otherwise determined by the Treasurer, the President or the Executive Board of Directors. 

Section 6.12. Assistant Treasurers.  Each Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the Treasurer, the President or the Executive Board of Directors. 

Section 6.13. Additional Powers and Duties.  In addition to the foregoing specially enumerated duties, services and powers, the several elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Articles of Incorporation or these Bylaws, or as the Executive Board of Directors may from time to time determine or as may be assigned by any competent superior officer. 

ARTICLE SEVEN
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 7.1. Contracts.  The Executive Board of Directors may authorize any officer or officers, or agent or agents, of the Corporation, in addition to the officers 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 Corporation, and such authority may be general or confined to specific instances. 

Section 7.2. Checks, Drafts or Orders for Payment.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Executive Board of Directors. 

Section 7.3. Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Executive Board of Directors may select or as may be selected in accordance with procedures established by the Board. 

ARTICLE EIGHT

ACTIONS WITHOUT MEETINGS

Section 8.1. Unanimous Consent.  Any action required or permitted to be taken at any meeting of members, directors or committee members may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the members, directors or all of the committee members, as the case may be. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any document. 

Section 8.2. Other Action Without a Meeting.  Any action required or permitted to be taken at any meeting of members, directors or committee members may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by a sufficient number of members, directors or committee members, as the case may be, as would be necessary to take that action at a meeting at which all persons entitled to vote on the action were present and voted. Prompt notice of the taking of any action by members, directors or committee members without a meeting by less than unanimous written consent shall be given to those members, directors or committee members who did not consent in writing to the action. Every written consent signed by less than all the members, directors or committee members entitled to vote with respect to the action that is the subject of the consent shall bear the date of signature of each person who signs the consent. No written consent signed by less than all the members, directors or committee members entitled to vote with respect to the action that is the subject of the consent shall be effective to take such action unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by law, a consent or consents signed by not less than the minimum number of members, directors or committee members that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to its registered office, registered agent, or principal place of business, or by delivery to an officer or agent of the Corporation having custody of the books in which proceedings of meetings of members are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Corporation's principal place of business shall be addressed to the President or principal executive officer of the Corporation. A telegram, telex, cablegram or similar transmission by a member, director or committee member, or a photographic, photo static, facsimile or similar reproduction of a writing signed by a member, director or committee member, shall be regarded as signed by the member, director or committee member for purposes of this Section 8.2. 

ARTICLE NINE

MISCELLANEOUS

Section 9.1. Dividends Prohibited.  No part of the net income of the Corporation shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Corporation shall be distributed to its directors or officers. Notwithstanding the foregoing, the Corporation may pay compensation in a reasonable amount to its officers for services rendered and may compensate and reimburse its directors as provided in Section 3.1 1 of Article Three hereof. 

Section 9.2. Loans to Officers and Directors.  Any loan by the Corporation to an officer may be made only in the manner and to the extent provided in the Texas Non-Profit Corporation Act. Except as provided in the preceding sentence, no loans shall be made by the Corporation to its officers, and in no event shall any loans be made by the Corporation to its directors. Any directors voting for or assenting to the making of any loan to a director or officer which is prohibited by the Texas Non-Profit Corporation Act, and any officer participating in the making thereof, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof. 

Section 9.3. Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Executive Board of Directors. 

Section 9.4. Seal.  The Corporation's seal, if any, shall be in such form as shall be adopted and approved from time to time by the Executive Board of Directors. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced. 

Section 9.5. Gender.  Words of either gender used in these Bylaws shall be construed to include the other gender, unless the context requires otherwise. 

Section 9.6. Invalid Provisions.  If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative. 

Section 9.7. Headings.  The headings used in these Bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these Bylaws. 

ARTICLE TEN

AMENDMENTS

These Bylaws may be amended or repealed, or new bylaws may be adopted at any meeting of the members at which a quorum is present by the affirmative vote of a majority of the members present at the meeting, provided notice of the proposed amendment, repeal or adoption be contained in the notice of such meeting; and provided further, that the foregoing notice requirement shall not prohibit the members from adopting the proposed amendment, effecting the proposed repeal or adopting the proposed new bylaws, as the case may be, in a modified form which is not identical to that described or set forth in the notice of such meeting. 

The undersigned being the duly elected and qualified officer of the Corporation since September 30, 2014, I certify that the above Bylaws of the Corporation has been successively discussed, finalized, and duly adopted by the Board of Directors of the Corporation effective September 2014.

President