BYLAWS
OF

South Carolina Administrative and Regulatory Law Association
a South Carolina nonprofit public benefit corporation

July ____, 2002

ARTICLE I
PURPOSE, OFFICES AND REGISTERED AGENT

Section 1.01.  Purpose. The purpose of the Corporation shall be to foster the development of administrative law and improve the administrative justice system in this state by providing education initiatives for professionals and laymen, including administrative law judges, commissioners, hearing officers, attorneys, certified public accountants, accountants, public officials and others, in administrative law and procedures.  Through its education conferences and other educational programs, SCARLA will provide a forum for the exchange of ideas and opinions on administrative law issues and promote uniformity in administrative procedures throughout South Carolina, and will do all things necessary or convenient, and not inconsistent with law, to further these goals.  The Corporation shall not carry on any activity not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”).  No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to its members (if any), trustees, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. 

Section 1.02.  Principal Office.  The Corporation shall maintain its Principal Office as required by the South Carolina Nonprofit Corporation Act of 1994, as amended (the “Act”), at 1135 Dixired Road, Leesville, South Carolina 29070 or such other place as designated from time to time by the Board of Directors for the principal executive offices of the Corporation (the “Principal Office”).

Section 1.03.  Registered Office.  The Corporation shall maintain a Registered Office as required by the Act at 1135 Dixired Road, Leesville, South Carolina 29070 or such other place  in the State of South Carolina as designated by the Board of Directors from time to time (the “Registered Office”).  In the absence of a contrary designation by the Board of Directors, the Registered Office of the Corporation shall be located at its Principal Office.

Section 1.04.  Other Offices.  The Corporation may have such other offices within and without the State of South Carolina as the business of the Corporation may require from time to time.  The authority to establish or close such other offices may be delegated by the Board of Directors to one or more of the Corporation’s Officers.

Section 1.05.  Registered Agent.  The Corporation hereby designates John E. Nabors as its Registered Agent who shall have a business office at the Corporation’s Registered Office.  The Registered Agent shall serve at the pleasure of the Board of Directors. 

Section 1.06.  Filings.  In the absence of directions from the Board of Directors to the contrary, the Secretary of the Corporation shall cause the Corporation to maintain currently all filings in respect of the Principal Office, Registered Office and Registered Agent with all governmental officials as required by the Act or otherwise by law.

ARTICLE II
MEMBERS

Section 2.01.   Criteria for Membership.  Membership shall be open to all persons with an interest in improving the development of administrative law, and who pay the dues described in Section 2.03 hereof.  (33-31-601)

Section 2.02.   Procedures for Becoming a Member.  Persons wishing to become members shall submit a membership application and a check for dues.  The Board of Directors shall review each application and direct the Treasurer to accept or reject the application.  (33-31-601)

Section 2.03.   DuesThe Board of Directors shall determine the amount of dues to be paid by the members on a yearly basis.  The dues shall initially be $25.00.  The annual dues are payable in July for the fiscal year beginning July first.  Dues paid before May 31 shall be for the then current year and shall not be pro-rated.  Dues paid after May 31 shall be for the remainder of that current year and for the entire succeeding year. (33-31-602)

Section 2.04.  TransfersNo member may transfer a membership or any right arising therefrom.  (33-31-611)

Section 2.05.  Annual Meetings.  An annual meeting of the Corporation’s members shall be held once each calendar year for the purpose of electing Directors and for the transaction of  business.  The annual meeting shall be held immediately before or after the Corporation’s educational conference at a time and place designated by the President or the Board of Directors.  The members present at that time shall constitute a quorum.  At least 30 days notice of the meeting shall be provided to all members of record on the date notice is given.    Pursuant to Section 33-31-705(c)(2) of the Act as amended, notice of an annual or regular meeting at which the members may approve the following shall include a description of such matter:  amending the Articles; amending the Bylaws; merging the Corporation; selling the Corporation’s assets other than in the regular course of activities; dissolving the Corporation; approving a conflict of interest transaction between the Corporation and a Director; or indemnifying an officer, employee or agent.  Notice of such meeting shall be in accordance with Section 2.07 hereof.  (33-31-701)   

Section 2.06.  Special Meetings.  Special meetings of the Corporation’s members may be held as directed by the Corporation’s president or a majority of the Directors.  (33-31-702) 

Section 2.07.  Notice of Meetings.  Oral or written notice of all meetings of members shall be given no less than thirty (30) days before the meeting date by any method permitted under the Act, to all members of record entitled to vote at such meeting.  Such notice shall state the date, time, and place of the meeting and, if required by the Act or these Bylaws the purpose or purposes for which such meeting was called.  (Notice 33-31-705) 

Section 2.08.  Members of Record.  Any member who has paid his/her dues for the current year is considered a member of record and is entitled to vote at any meeting of members, or in connection with any other proper purpose requiring a determination of members.  For purposes of the notice requirement, any member who has paid dues for the current year by the close of business on the day prior to the mailing of notices is entitled to notice. (33-31-707) 

Section 2.09.  Quorum.  Except as may otherwise be required by the Act or the Articles, the members present at any meeting shall constitute a quorum.  (33-31-722)

Section 2.10.  Voting.  Except as may otherwise be required by the Act or the Articles, and subject to the provisions concerning members of record contained elsewhere in these Bylaws, a member present at a meeting of members shall be entitled to one vote on each matter.  In elections of Directors, those candidates receiving the greater number of votes cast (although not necessarily a majority of votes cast) at the meeting shall be elected.  Any other corporate action shall be authorized by a majority of the votes cast at the meeting unless otherwise provided by the Act, the Articles, or these Bylaws.  (33-31-726)

Section 2.11.  Action Without Meeting.  To the fullest extent permitted by the Act, members may take action without a meeting by written consent as to such matters and in accordance with such requirements and procedures authorized by the Act.  Unless otherwise permitted by the Act, such written consent must be signed by at least eighty percent (80%) of the members, and delivered to the Corporation for inclusion in the corporate records.  Written notice of member approval pursuant to this section must be given to all members who have not signed such written consent.  If written notice is required, member approval pursuant to this section shall be effective ten (10) days after written notice is given.   (33-31-704)

Section 2.12.   Resignation of a Member.  A member may resign at any time.  Failure to pay annual dues by October 1 is deemed a resignation of membership for the year of unpaid dues.  A member may be reinstated commensurate with nonprorated payment of the annual dues as set in Section 2.03 hereof.  (33-31-620)

Section 2.13.   Corporation’s Purchase of Memberships.  The Corporation shall not purchase any of its memberships or any right arising therefrom.  (33-31-622)

Section 2.14.  Conduct of Meetings.  The President shall preside at each meeting of members.  In the absence of the President, the meeting shall be chaired by the Vice President.  The Secretary or the secretary’s designee, shall act as secretary of the meeting and keep a record of the proceedings thereof.  The Board of Directors of the Corporation shall be entitled to make such rules or regulations for the conduct of meetings of members as it shall deem necessary, appropriate or convenient.   
 

ARTICLE III
DIRECTORS

Section 3.01.  Authority.  The Board of Directors shall have ultimate authority over the conduct and management of the business and affairs of the Corporation.

Section 3.02.   Qualification.  All Directors shall be natural persons and Members of the Corporation.  (33-31-802)

Section 3.03.  Number.  The Corporation shall have twenty-seven (27) Directors with voting rights and six (6) ex-officio directors without voting rights.  The twenty-seven (27)  directors with voting rights shall consist of a representative and broad base of lawyers, certified public accountants, administrative law judges, commissioners, and state and local government officials and employees, together with laymen from the State of South Carolina who have an interest in administrative law in this State.    The six (6) ex-officio directors without voting rights shall be as follows:  a member of the South Carolina Bar Administrative and Regulatory Law Committee, the General Counsel for the Governor of South Carolina, the Chairman of the South Carolina House of Representatives  Judiciary Committee, the Chairman of the South Carolina Senate Judiciary Committee, the President of South Carolina Association of Certified Public Accountants, and a professor from the University of South Carolina School of Law who teaches administrative law.   The number and composition of Directors may be changed from time to time by the Board of Directors; provided, however, that the number of Directors shall not be less than three (3); and provided further, that no reduction in the number of Directors shall have the effect of shortening the term of any incumbent Director.  (33-31-803)

Section 3.04.  Election and Tenure.     An election of all twenty-seven (27) Directors shall be held at the second annual meeting of the membership in the fiscal year 2002-2003.  Nine (9) directors shall be elected for a one year term, nine (9) directors for a two (2) year term and nine (9) directors for a three (3) year term.  At each succeeding annual meeting of the membership, nine (9) directors shall be elected for a three (3) year term.  No person may be elected to serve as a director for more than two (2) consecutive three (3) year terms or for a total of six (6) consecutive years.  (33-31-805 & 806)

Section 3.05.  Resignation of Directors.  A director may resign at any time by delivering written notice to the Board of Directors, the President, or the Secretary.  A resignation is effective when the notice is delivered unless the notice specifies a later date. The Board of Directors may fill the pending vacancy before the effective date of the resignation of the Director if the action of the Board of Directors provides that the successor will not take office until the effective date.  (33-31-807)

Section 3.06.  Removal.  Any Director elected by the members may be removed from office, with or without cause, by the members of the Corporation if the number of votes cast to remove the Director would be sufficient to elect the Director at a meeting to elect Directors.  A Director elected by the members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice states that the purpose, or one of the purposes, of the meeting is the removal of the Director.  Any Director elected by the Board of Directors may be removed from office without cause by a two-thirds (2/3) vote of the Directors then in office; provided however, a Director elected by the Board of Directors to fill the vacancy of a Director elected by the members may be removed without cause by the members, but not the Board of Directors. Any Director is automatically removed from office if he misses three consecutive board meetings.  However, a Director may be excused from a meeting by the President.  In such instance, the President must announce such at the call of the board meeting and such shall be duly noted in the minutes.  The Secretary shall provide an updated list of the Directors at each meeting.  (33-31-808)

Section 3.07.  Vacancies.  The Board of Directors may by majority vote of the Directors then in office, regardless of whether such Directors constitute a quorum, elect a new Director to fill a vacancy on the Board of Directors.  (33-31-811)

Section 3.08.  Annual and Regular Meetings.  The Board of Directors shall meet at least once each year at the time of the Annual Meeting and may meet at such other times as are called by the President or by at least three members of the Board if the meeting is not called by the President.  Special meetings may be called by the President or by any three members of the Board of Directors upon 2 days notice to all members of the Board.  The meetings shall be at the time and place designated by the President or by at least three members of the Board if the meeting is not called by the President.  (33-31-820 & 822) 

Section 3.09.  Participation by Telecommunications.  Any Director may participate in, and be regarded as present at any special or regular meeting of the Board of Directors by means of conference telephone or any other means of communication by which all persons participating in the meeting can hear each other at the same time.  Participation by telecommunications may occur a maximum of two times per calendar year.

Section 3.10.  Quorum and Voting.  A minimum of  eleven (11) members of the Board of Directors present at the meeting shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  Each of the twenty-seven (27) voting board directors shall have one vote each.  A board member may vote by proxy provided that such proxy has been delivered in writing to a fellow board member and the fellow board member is present at the meeting and presents such written proxy to the officer presiding at the meeting.  A board member who has executed a valid proxy will be deemed present for purposes of computing a quorum but will not be deemed present for purposes of the attendance requirement in Section 3.06.  (33-31-824)

Section 3.11.  Action Without Meeting.  To the fullest extent permitted by the Act,  the Board of Directors may take action without a meeting by written consent as to such matters and in accordance with such requirements and procedures authorized by the Act.  Unless otherwise permitted by the Act, such written consent must be signed by all Directors and included in the minutes filed with the corporate records reflecting the action taken.  (33-31-821)

Section 3.12.  Compensation.  Directors shall serve without compensation but may be reimbursed for actual expenses incurred upon approval of the President and Treasurer.  All such  expenses are to be reported in the Treasurer’s Report.
 

ARTICLE IV
OFFICERS

Section 4.01.  In General.  The Officers of the Corporation shall consist of a President, a Vice President, Secretary, and a Treasurer.  The Vice President shall serve as President-Elect.  All Officers shall be appointed by the Board of Directors to serve at the pleasure of the Board.  Except as may otherwise be provided by Act or in the Articles, any Officer may be removed by the Board of Directors at any time, with or without cause.  Any vacancy, however occurring, in any office may be filled by the Board of Directors for the unexpired term.  One person may hold two or more offices.  Each Officer shall exercise the authority and perform the duties as may be set forth in these Bylaws and any additional authority and duties as the Board of Directors shall determine from time to time.  (33-31-840)

Section 4.02.  President.  The President shall be the chief executive officer of the Corporation and, subject to the authority of the Board of Directors, shall manage the business and affairs of the Corporation.  The President shall whenever possible preside at all meetings of the members and all meetings of the Board of Directors.  The President shall see that the resolutions of the Board of Directors and authorized committees thereof are put into effect.  Except as otherwise provided herein and as may be specifically limited by resolution of the Board of Directors or an authorized committee thereof, the President shall have full authority to execute on the Corporation’s behalf any and all contracts, agreements, notes, bonds, deeds, mortgages, certificates, instruments, and other documents.  The President shall also perform such other duties and may exercise such other powers as are incident to the office of president and as are from time to time assigned to him by the Act, these Bylaws, the Board of Directors, or an authorized committee thereof.  (33-31-841)

Section 4.03.  Vice President.  Except as otherwise determined by the Board of Directors, the Vice President shall serve under the direction of the President and shall be the President Elect.  Except as otherwise provided herein, the Vice President shall perform such duties and may exercise such powers as are incident to the office of vice president and as are from time to time assigned to him by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President.  In the absence, incapacity, inability or refusal of the President to act, the Vice President shall assume the authority and perform the duties of the President.    (33-31-841)

Section 4.04.  Secretary.  Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Secretary shall serve under the direction of the President.  The Secretary shall whenever possible attend all meetings of the members and the Board of Directors, and whenever the Secretary cannot attend such meetings, such duty shall be delegated  to a duly appointed designee.  The Secretary shall record or cause to be recorded under the Secretary’s general supervision the proceedings of all such meetings and any other actions taken by the members or the Board of Directors (or by any committee of the Board in place of the Board) in a book or books (or similar collection) to be kept for such purpose.  The Secretary shall upon proper request give, or cause to be given, all notices in connection with such meetings.   The Secretary shall properly keep and file, or cause to be properly kept and filed under the Secretary’s supervision, all books, reports, statements, notices, waivers, tabulations, minutes, certificates, documents, records, lists, and instruments required by the Act or these Bylaws to be kept or filed, as the case may be.  The Secretary may when requested, and shall when required, authenticate any records of the Corporation.  Except to the extent otherwise required by the Act, the Secretary may maintain, or cause to be maintained, such items within or without the State of South Carolina at any reasonable place.  In the event the Board of Directors designates and engages a transfer agent, as permitted by these Bylaws, such duties of keeping such member records and the like accepted by such transfer agent shall be deemed delegated from the Secretary to such transfer agent, but such transfer agent shall be subject to supervision  of the Secretary.  The Secretary shall perform such other duties and may exercise such other powers as are incident to the office of secretary and as are from time to time assigned to such office by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President.  (33-31-841)

Section 4.05.  Treasurer.  Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Treasurer shall serve under the direction of the President.  The Treasurer shall, under the direction of the President, keep safe custody of the Corporation’s funds and securities, maintain and give complete and accurate books, records, and statements of account, give and receive receipts for moneys, and make deposits of the Corporation’s funds, or cause the same to be done under the Treasurer’s supervision.  The Treasurer shall upon request report to the Board of Directors or members on the financial condition of the Corporation.  The Treasurer shall perform such other duties and may exercise such other powers as are incident to the office of treasurer and as are from time to time assigned to such office by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President.  (33-31-841)

Section 4.06.  Duly Appointed Designees.   Except as otherwise provided by these Bylaws or determined by the Board of Directors, duly appointed designees, if any, shall serve under the immediate direction of the Secretary and the Treasurer, respectively, and under the ultimate direction of the President.  The designees shall assume the authority and perform the duties of the officer they are acting for.    (33-31-841)

Section 4.07.  Salaries.  The salaries and other compensation of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a Director of the Corporation.  Officers can be reimbursed for actual expenses incurred with the approval of the President and Treasurer.  Such expenses must be reported as part of the Treasurer’s Report.

Section 4.08.  Committees.  An Executive Committee shall be formed consisting of the President, Vice-President, Secretary, and Treasurer.  The Executive Committee shall have general oversight responsibility for the administrative functions of the Association as directed by the Board of Directors and shall act on behalf of the Association and the Board of Directors between meetings of the Board of Directors.  Express ratification of any action taken by the Executive Committee shall not be required.  The President shall appoint the chairmen and members of Standing Committees on Education, Audit, Nominating, Membership, Conference Planning and the Newsletter.  Further, the President may appoint such other committees and their chairmen as he deems are necessary.  Persons so appointed shall serve at the pleasure of the President. The President shall serve as an ex-officio member of all committees to which he appoints members.  Each committee shall be subject to the call of its chairman and a majority of each committee shall constitute a quorum for the transaction of its business. (33-31-825)

ARTICLE V
INDEMNIFICATION

Section 5.01.  Scope.  The Corporation shall indemnify, defend and hold harmless the Corporation’s Officers and Directors to the fullest extent permitted by, and in accordance with the Act.  This plan of indemnification shall constitute a binding agreement of the Corporation for the benefit of the Officers and Directors as consideration for their services to the Corporation, and may be modified or terminated by the Board of Directors only prospectively.  Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of members, insurance, provision of law, or otherwise, as well as their rights under this Article V (33-31-851)

Section 5.02.  Indemnification Plan.  The Board of Directors may from time to time adopt an Indemnification Plan implementing the rights granted in Section 5.01.  This Indemnification Plan shall set forth in detail the mechanics of how the indemnification rights granted in Section 5.01 shall be exercised.

Section 5.03.  Insurance.  The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.  (33-31-857)

ARTICLE VI
TRANSACTIONS

Section 6.01.  Contracts.  The Board of Directors may authorize any Officer or Officers, or 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 6.02.  Loans.  The Board of Directors may authorize any Officer or Officers, or agent or agents, to contract any indebtedness and grant evidence of indebtedness and collateral therefor in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 6.03.  Checks, Drafts, etc.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the Secretary and the Treasurer of the Corporation.  The Vice President may sign if the Secretary or the Treasurer is not available.   

Section 6.04.  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 Board of Directors may select.

Section 6.05.  Gifts.  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for general purposes or for any special purpose of the Corporation.

ARTICLE VII
RECORDS

Section 7.01.  Forms of Records.  When consistent with good business practices, any records of the Corporation may be maintained in other than written form if such other form is capable of reasonable preservation and conversion into written form within a reasonable time.  (33-31-1601)

Section 7.02.   Corporate Records.  The Corporation shall keep as permanent written records a copy of the minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members or Directors without a meeting, and a record of all actions taken by committees of the Board of Directors.  The Corporation shall maintain appropriate accounting records. The Corporation or its agent shall maintain in alphabetical order a record of the name and address of each member.   The membership list may be released by the Secretary if the requesting party satisfies the Secretary that the purpose for the request is not for a commercial use.  The Corporation shall keep a copy of the following records at its Principal Office:  (33-31-1601)

A.        its articles or restated articles of incorporation and all amendments thereto currently in effect;

B.         its bylaws or restated bylaws and all amendments thereto currently in effect;

C.        resolutions adopted by its Board of Directors relating to the characteristics, qualifications, rights, limitations, and obligations of the members or any class or category of members;

D.        the minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;

E.         all written communications to members generally within the past three (3) years, including financial statements furnished for the past three (3) years;

F.         a list of the names and business or home address of its current Directors and Officers; and

G.        the Corporation’s most recent report of each type required to be filed by the Corporation with the South Carolina Secretary of State.

Section 7.03.  Inspection Rights.  The members shall have only such rights to inspect records of this Corporation to the extent, and according to the procedures and limitations, prescribed by the Act.  (33-31-1602 & 1603)

Section 7.04    Financial Records.  The Corporation shall maintain financial records and statements as required by law and by the Board of Directors.  (33-31-1620)
 

ARTICLE VIII
MISCELLANEOUS

Section 8.01.  Fiscal Year.  The fiscal year of the Corporation is initially established as July 1 to June 30, but may be altered, by resolution of the Board of Directors from time to time as the Board deems advisable.

Section 8.02.  Seal.  Unless otherwise required by law, the affixing of a Corporate seal shall not be required to bind the Corporation under any documents duly executed by the Corporation and the use of a seal shall be precatory in the discretion of the Corporation’s duly authorized signing officers.

Section 8.03.  Amendments to Bylaws.  Subject to the Act and the Articles, these Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority vote of the Board of Directors, subject to the following: (a) the right of the members to alter, adopt, amend, or repeal Bylaws as provided in the Act; and (b) action of the members in adopting, amending, or repealing a particular Bylaw wherein the Board of Directors is expressly prohibited by such member action from amending or repealing the particular Bylaw acted upon by the members.  The members may amend or repeal any or all of these Bylaws even though these Bylaws may also be amended or repealed by the Board of Directors.  Any notice of a meeting of members at which Bylaws are to be adopted, amended, or repealed shall state that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment, or repeal of Bylaws and contain or be accompanied by a copy or summary of the proposal.  Such notice shall be effective in accordance with Sections 2.07 and 2.08 hereof.  (33-31-1021)

Section 8.04.  Amendment of Articles.  Subject to the Act and the Articles, the Articles may be altered, amended, or repealed and new Articles may be adopted by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less and, except for amendments  which the relate to the number of directors, the composition of the board, the term of office of directors or the method or way in which directors are elected or selected,  upon the approval of a majority of the Directors then in office; provided however, that the Board of Directors may adopt one or more amendments to the Corporation’s Articles as provided in Section 33-31-1002 of the Act without the approval of the members.  Any notice of a meeting at which Articles are to be adopted, amended, or repealed shall state that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment, or repeal of Articles and contain or be accompanied by a copy or summary of the proposal.  Such notice shall be effective in accordance with Section 2.07 and 2.08 hereof.  (33-31-1003)

Section 8.05.  Severability.  If any provision of these Bylaws or the application thereof to any person or circumstances shall be held invalid or unenforceable to any extent by a court of competent jurisdiction, such provision shall be complied with or enforced to the greatest extent permitted by law as determined by such court, and the remainder of these Bylaws and the application of such provision to other persons or circumstances shall not be affected thereby and shall continue to be complied with and enforced to the greatest extent permitted by law.

Section 8.06.  Usage.  In construing these Bylaws, feminine or neuter pronouns shall be substituted for masculine forms and vice versa, and plural terms shall be substituted for singular forms and vice versa, in any place in which the context so requires.  The section and paragraph headings contained in these Bylaws are for reference purposes only and shall not affect in any way the meaning or interpretation of these Bylaws.  Terms such as “hereof”, “hereunder”, “hereto”, and words of similar import shall refer to these Bylaws in the entirety and all references to “Articles”, “Paragraphs”, “Sections”, and similar cross references shall refer to specified portions of these Bylaws, unless the context clearly requires otherwise.  Terms used herein which are not otherwise defined shall have the meanings ascribed to them in the Act.  All references to statutory provisions shall be deemed to include corresponding sections of succeeding law.

Section 8.07.  Conflict Between Bylaws, Articles and the ActThe Articles and the Act (as either may be amended from time to time) are incorporated herein by reference.  Any conflict between the terms of these Bylaws, the Articles, or the Act shall be resolved in the following order:  (1) the Act; (2) the Articles; and (3) these Bylaws.

The foregoing are certified to be the true and complete Bylaws of the Corporation as adopted by Board of Directors as of ______________________, 2002.

                                                      

Secretary

Date of Certification: