BYLAWS OF AIR SEARCH RESCUE, STATION 5-8-9 Founded 1990 & Incorporated 1992 A Nonprofit Charitable 501(c)(3) Organization

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TABLE OF CONTENTS

Article I – Name and Purpose

Article II – Membership

Article III – Annual Meeting

Article IV – Board of Directors

Article V – Committees and Officers

Article VI – Company Commanding Officer

Article VII – Director of Operations

Article VIII – Other Administrative Officers

Article IX – Divisions

Article X – Chapters

Article XI – Financial Reporting

Article XII – Newsletter

Article XIII – Disciplinary Process

Article XIV – Consistency

Article XV – Political Affiliations

Article XVI – Conflict of Interest Policy

Article XVII – Nondiscrimination Policy

Article XVIII – Privacy Policy

Article XIX – Media Policy

Article XX – Dissolution

Article XXI - Amendments

ARTICLE I - NAME, PURPOSE

Section 1: Name

Section 2: Purpose

Section 3: Corporate Office

Section 4: Corporate Seal

Section 5: Governing Body

ARTICLE II - MEMBERSHIP

Section 1: Volunteer Membership Application

Section 2: Dues and Compensation

Section 3: Insurance

Section 4: Good Standing

Section 5: Responsibilities

Section 6: Cadets

ARTICLE III - ANNUAL MEETING

Section 1: Annual Meeting

Section 2: Chief's Meetings

Section 3: Special Meetings.

(a) Special meetings may be called by the Chair, the Commanding Officer or the Director of Operations.

Section 4: Notice.

(a) Notice of each meeting shall be given to each member, by mail, not less than ten days before the meeting.

ARTICLE IV - BOARD OF DIRECTORS

Section 1:Board Role, Size, Compensation.

(a) The Board is responsible for overall policy and direction of the organization, and delegates responsibility for day-to-day operations to the organization's Commanding Officer and Director of Operations. The Board shall have up to five and not fewer than three members. (b) The board receives no compensation other than reasonable expenses. However, the Board retains the authority to fix the compensation of directors for their services as such. (c) A Board of Director may also serve as a salaried officer of the corporation as needed and deemed necessary by the Board.

Section 2: Meetings.

(a) The Board shall meet at least annually, at an agreed upon time and place.

Section 3: Board Elections.

(a) Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.

Section 4: Terms.

(a) All Board members shall serve five year terms, but are eligible for re-election.

Section 5: Quorum and Voting.

(a) A quorum must be attended by at least two thirds, but at no time less than three of the Board members before business can be transacted or motions made or passed. (b) Each Board member, other than the Chairman of the Board of Directors, shall have the right to cast one vote on any business brought before the Board of Directors. (c) The Chairman of the Board shall not have voting rights on any business brought before the Board except in the event that his/her vote is needed to break a tie or the Chairman is needed to form a quorum.

Section 6: Notice.

(a) An official Board meeting requires that each Board member have written notice two weeks in advance.

Section 7. Officers and Duties.

(a) There shall be five officers of the Board consisting of a Chair, President, First Vice President, Second Vice President, and Secretary-Treasurer. Their duties are as follows: (b)The Chairman of the Board of Directors (1) The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting in the following order: President, First Vice President, Second Vice President, and Secretary-Treasurer. (2) He/she shall serve as the Chief Executive Officer (CEO) of the corporation. (3) He/she shall have general and active management of the affairs of the corporation. He/she shall see that all orders and resolutions of the Board are carried out. He/she shall execute bonds, mortgages and other documents requiring the corporate seal. (4) He/she shall serve ex-officio on all committees and shall have the general powers and duties of supervision and management. (c)The President of the Corporation (1) The President shall act in all cases for and as the Chairman of the Board of Directors (CEO) in the absence or incapacity of the Chairman of the Board, and shall perform such other duties as he/she is directed to by the Board or may be required to do from time to time. (d)The First Vice President of the Corporation (1)He/she shall serve as an advisor to all individuals with corporate positions of Divisional Chief and above as needed. (e)The Second Vice President of the Corporation (1)The Second Vice President shall chair the bylaws committee and perform any other duties as directed by the Board of Directors. (f)The Secretary-Treasurer of the Corporation (1) The Secretary-Treasurer Is the Chief Financial Officer (CFO) for the corporation and shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained. (i) The financial records of the organization shall be a matter of public information. (2) He/she shall be the custodian and keep safe the Seal of the corporation. (3) He/she shall have custody of the corporate funds and securities and shall keep full and accurate accounts of the receipts and disbursements in books belonging to the corporation and shall keep the moneys of the corporation in an account to the credit of the corporation. (4) He/she shall make a report at each Board meeting. The Secretary-Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fund-raising plans, and make financial information available to Board members and the public.

Section 8: Vacancies.

(a) When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be send out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 9: Resignation, Termination and Absences.

(a) Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a five year period. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 10: Special Meetings.

(a) Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be send out by the Secretary to each Board member postmarked two weeks in advance. (b) A meeting of the Board of Directors maybe conferred and conducted by means of conference telephone or any other similar communications equipment by which all persons participating in the meeting can hear and communicate with all other participating members. Such meeting, pursuant to this section shall constitute presence in person at such meeting.

ARTICLE V - COMMITTEES & OFFICERS

Section 1:Committees.

(a) The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs. (b) Committee meetings may be called at any time by the committee chairperson. Each member of the committee shall have at least seven days notice of any member. Commanders shall be notified of all committee meetings.

Section 2: Finance Committee.

(a) The Secretary-Treasurer is chair of the Finance Committee, which includes the Secretary-Treasurer, the Chairman of the Board and the Director of Operations. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

Section 3: Commanders.

(a) All commanders shall meet, convey, and/or correspond on a regular basis. (b) Divisional promotions and appointments can only be made by commanders and our temporary pending final approval of the Board of Directors. (c) Commanders are ad-hoc members of all committees appointed by the Board of Directors.

Section 4: Regional Chapter Executive Officers.

(a) The ranking operational officer for a Regional Chapter.

Section 5: Administrative Officers.

(a) Administrative officers may be created and appointed as needed by the Chairman of the Board pending final approval by the full Board of Directors.

ARTICLE VI - COMPANY COMMANDING OFFICER

Section 1: Appointment.

(a) The Board of directors will appoint a Company Commanding Officer by a 3/4 vote.

Section 2: Duties and Responsibilities.

(a) The Commanding Officer (CO) is the Chief Administrative Officer (CAO). Duties and responsibilities are but not limited too, public relations, member recruitment, Divisional structure and organization, and any other tasks appointed by the Board of Directors. (b) The Commanding Officer can suspend or terminate any member, for insubordination, unprofessionalism, or health or safety issues at his/her discretion. All suspensions and /or terminations are temporary pending final action by the Board of Directors. (c) The Commanding Officer can suspend or terminate any function or operations for health or safety reasons at his/her discretion. (d) The Commanding Officer can suspend or terminate any Division for insubordination, unprofessionalism or health or safety reasons at his/her discretion. (e) The Commanding Officer has the authority to form new divisions, organize committees or appoint officers as deemed necessary pending final approval of the Board of Directors.

Section 3: Term.

(a) The Company Commanding Officer shall serve indefinitely and can only be removed from office by a 2/3 vote of the Board of Directors.

Section 4: Rank.

(a) The Company Commanding Officer shall have the rank of Commander.

ARTICLE VII - DIRECTOR OF OPERATIONS

Section 1: Appointment.

(a) The Chair shall appoint a Director of Operations. The Board of Directors must ratify this appointment with a 2/3 vote.

Section 2: Duties and Responsibilities.

(a) The Director of Operations shall report to the Commanding Officer and shall be responsible for the day to day operations of the organization, shall be responsible for Incident Command on all call outs, shall have the authority to direct and use company resources as is deemed in the best interest of the organization, shall have the authority to negotiate contracts, mutual aid agreements and other working relationships on behave of the organization pending final approval of the Commanding Officer and the Board of the Directors, shall have the authority to promote members in rank provisionally pending final approval of the Commanding Officer and the Board of Directors, and any other duties and responsibilities as directed by the Board of Directors or the Commanding Officer. (b) The Director of Operations can suspend or terminate any member, for insubordination or unprofessionalism or health or safety issues at his/her discretion. All suspensions and /or terminations are temporary pending final action by the Board of Directors. (c) The Director of Operations can suspend or terminate any function or operations for health or safety reasons at his/her discretion. (d) The Director of Operations is responsible for the development and implementation of corporate Standard Operating Guidelines (SOG) pending final approval of the Board of Directors. Said SOGs will supercede all individual divisional SOGs and are to be reviewed annually. All revisions or updates shall be submitted to the Board for final approval. (e) The Director of Operations shall serve as Incident Command for all Air Search Rescue operations and can assume Search Command as he/she deems necessary. (f) The Director of Operations shall submit Incident Reports to the Commanding Officer within thirty (30) days of any Air Search Rescue operation. (g) The Director of Operations is responsible for the review and approval of divisional SOGs. Upon his/her approval, said SOGs shall be submitted to the Board of Directors for final approval. (h) The Director of Operations shall temporarily assume the duties and responsibilities of the Commanding Officer in the advent that he/she is incapacitated or unable to discharge the duties and/or responsibilities of his/her office.

Section 3: Term.

(a) The Director of Operations shall serve indefinitely and can only be removed from office by a 2/3 vote of the Board of Directors.

Section 4: Rank.

(a) The Director of Operations shall have the rank of Lieutenant Commander.

ARTICLE VIII - OTHER ADMINISTRATIVE OFFICERS

Section 1:

(a) The Board of Directors shall appoint other administrative officer as deemed necessary to facilitate the goals of the organizations. Appointable positions are but not limited too the following: Director of Public Relations, Director of Communications, Haz-Mat Coordinator, Director of Emergency Medical Services, Waterways Advisor, Crime Scene Advisor, Regional Chapter Executive Officers, Director of Special Projects and Systems Administrator.

ARTICLE IX - DIVISIONS

Section 1: Definition.

(a) The company will be divided into divisions. The number and type of divisions will be determined by the Board of Directors. Divisions are as follows: Canine, Scuba, Helicopter, Fixed Wing, Communications, Security, Kayak, Mounted Horse, ATV, Mountain Bike, Dirt Bike, Fire/Rescue, EMS, Law Enforcement, Snowmobile and Special Services. (b) New divisions can be formed and organized by the Commanding Officer as deemed necessary pending final approval of the Board of Directors.

Section 2: Fundraising & Expenditures.

(a) Each Division has the authority to conduct fundraising with prior approval from the Finance Committee and the Board of Directors. (b) All funds raised and donations received shall be sent to the Treasurer of Air Search Rescue at the registered corporate office address for deposit into the corporate account. (c) All invoices and accounts payable will be sent to the Treasurer of Air Search Rescue at the registered corporate office address for payment from the corporate account. (1) All payments will be made on or about the 15th of the month following the month in which the invoices were submitted for payment. (d) Executive Officers, Divisional Chiefs and Deputy Chiefs have the authority to spend up to $50 without prior approval from the Finance Committee. This amount is increased to $500 during on incident or operation.

Section 3: Ranks.

(a) Each division will have the following positions and/or ranks: Chief, Deputy Chief, Assistant Chief, Rescue Captain, Captain, Lieutenant and cadet. Recommendations for promotions are to be made to the Board of Directors through the Director of Operations by the divisional Chief. All ranks and promotions are probationary pending final approval of the Board of Directors. All ranks and promotions must be approved by a 2/3 vote of the Board of Directors

Section 4: Divisional Officers.

(a) Each division will have the following officers: Chief, Deputy Chief, Assistant Chief. There will be one Chief and one Deputy Chief per division. There will be a minimum of one Assistant Chief per division and as many as are deemed necessary but no more than one assistant per every fifteen members within the division. Officers are appoint by the Board of Directors and can only be removed by a 2/3 no-confidence vote by the Board. (b) Captains and lieutenants will be appointed on merit. Appointments are probationary pending final approval of the Board of Directors. (1) Chief. (i) Administrative head of each division. (ii) Operational commander for each division. (iii) Responsible for divisional budget, recruitment of new members, public relations and fund raising. (iv) Shall be responsible for development and implementation of Divisional Standard Operational Guidelines (SOG). Said SOGs shall be probationary and shall be submitted to the Director of Operations for review and submission to the Board of Directors for final approval. Said SOGs shall be reviewed on an annual basis. Any revisions or updates shall be submitted to the Director of Operations for approval and submission to the Board of Directors for final approval. (v) Shall have the authority to form new committees within his/her division and appoint necessary divisional members to those committees (vi) Shall have the authority to suspend any member within his/her division for insubordination or unprofessionalism. All suspension are temporary pending final approval of the Director of Operations and the Commanding Officer and/or the Board of Directors. (vii) Shall be responsible for submitting an Incident Report within fifteen (15) days to the Director Of Operations on all Air Search Rescueoperations. (viii) Shall be responsible for submitting semi-annual training reports, financial statements, budget and fund raising plans, long term divisional objectives and reports on any new developments with in the division on or before June 30th and December 31st of each calendar year. (ix) Has the authority to determine whether or not his/her division will participate in any ASR operation based on Divisional SOGs. (x) Can suspend or terminate his divisions participation in any Air Search Rescue operation due to health or safety concerns. (2) Deputy Chief. (i) Search Commander for each division. (ii) Responsible for search, rescue and recovery command on the scene of an incident or operation. (iii) Shall submit a Search, Rescue an/or Recovery Report to the Divisional Chief within ten (10) days on all Air Search Rescue operations. (iv) Immediate supervisor of Assistant Chiefs and any other responsibilities assigned to him/her by the divisional Chief. (v) Has the authority to suspend or terminate divisional operations based on the health, safety and well-being of the members under his/her command. (vi) Will assume command in the absence of the divisional chief. (3) Assistant Chief. (i) Training Officer for each division. (ii) Responsible for training of the members of each division and any other duties or responsibilities assigned to him/her by the Chief or Deputy Chief. (i) Shall submit training reports to the Deputy Chief on regular intervals established by the Divisional Chief.

ARTICLE X - CHAPTERS

Section 1: Formation

(a) By a two-thirds majority vote of the Board of Directors, approval will be given to the Commanding Officer and the Director of Operations to establish Regional Chapters of Air Search Rescue. (b) All Regional Chapters will operate as a Division within Air Search Rescue and as such are subject to any and all bylaws, policies, procedures and standard operating guidelines for the organization.

Section 2: Regional Chapter Membership.

(a) All individuals wishing to volunteer to serve within a Regional Chapter must complete a standard application for membership with Air Search Rescue. The completed original application must be forwarded to the registered office of Air Search Rescue for final membership approval. A duplicate of the application should be retained by the ranking Regional Officer. (b) Regional Chapter members are considered to have full membership in Air Search Rescue with all the rights, privileges, responsibilities and duties there in.

Section 3: Administration.

(a) Each Regional Chapter will have an Executive Officer (XO) responsible for all operations within the Regional Chapter. (b) The Regional Chapter Executive Office shall report to the Director of Operations for Air Search Rescue. (c) The Regional Chapter Executive Office's authority on any operation is superceded by the Director of Operations for Air Search Rescue if he/she is on site. (d) The Executive Officer shall be appointed by the Board of Directors based on the recommendation of the Commanding Officer and the Director of Operations and shall serve indefinitely. Removal from office can only be by a two-thirds vote of the Board of Director. (1)Duties and Responsibilities (i) The Executive Officer shall be responsible for the day to day operations of the Regional Chapter. The XO shall function as Incident Command on all operations within the service area of the chapter. The XO shall have the authority to direct and use company resources as deemed necessary and in the best interest of Air Search Rescue. (ii) The XO shall have the authority to negotiate mutual aid agreements and other working relationships with outside organizations on behave of Air Search Rescue pending final approval from the Commanding Officer, the Director of Operations and the Board of Directors. (iii) The XO is responsible for finances, fundraising and expenditures within his/her chapter. (iv) The XO can suspend or terminate any member, function or operation for insubordination, health, safety or unprofessionalism within his chapter pending review by the Commanding Officer and the Director of Operations and final action by the Board of Directors. (v) Any other duties or responsibilities as assigned by the Director of Operations, the Commanding Officer or the Board of Directors. (vi) The XO shall be responsible for preparing and submitting a monthly report to the Director of Operations. This monthly report shall include but is not limited to a financial statement for the preceding month, a training progress report, incident reports on all operations and copies of all media articles concerning Air Search Rescue or ASR operations. A copy of this report shall also be forwarded to the registered office of Air Search Rescue. (A) The monthly report is due on the fifteenth (15th) of each month for the preceding month. (2) Rank. (i) The Executive Officer of each Regional Chapter shall have the rank of Major. (c) Regional Chapters are required to provide and maintain separate insurance policies, both medical and liability, and provide documentation of such coverage to the Director of Operation of such coverage on an a quarterly basis.

Section 4: Ranks.

(a) Each Regional Chapter shall have Divisional ranks as stated in Article IX Section 3(a) and Section 4(a), (b)(ii) and (b)(iii) of the bylaws of Air Search Rescue. (b) The Executive Officer of the Regional Chapter shall have the rank of Major.

Section 5: Fundraising & Expenditures.

(a) Each Regional Chapter has the authority to conduct fundraising with prior approval from the Finance Committee and the Board of Directors. (b) All funds raised and donations received shall be sent to the Treasurer of Air Search Rescue at the registered corporate office address for deposit into the corporate account. (b) All invoices and accounts payable will be sent to the Treasurer of Air Search Rescue at the registered corporate office address for payment from the corporate account. (1) All payments will be made on or about the 15th of the month following the month in which the invoices were submitted for payment.

ARTICLE XI - FINANCIAL REPORTING

Section 1: Definition.

(a) In any fiscal year in which the annual support and revenue of Air Search Rescue exceeds $25,000, the organization shall adopted the standards of the Accounting and Financial Reporting recommended by the American Institute of Certified Public Accountants.

Section 2: Compliance.

(a) The organization shall maintain records and financial statements and follow an accounting procedure acceptable to an independent certified public accountant. (b) The organization shall prepare an annual report and financial statement in accordance with accepted accounting procedures recommended by the American Institute of Certified Public Accountants. (c) Financial statements shall include, but is not limited to, all income and expenditures of the organization during the fiscal year. Included is all income and expenditure from all divisions, chapters, committees, and affiliates along with company wide administration and operations.

Section 3: Application.

(a) Air Search Rescue shall conduct fiscal operations in accordance with a detailed annual budget prepared by the Finance Committee and approved at the beginning of each fiscal year by the Board of Directors. (b) Any significant variation from the approved annual budget must be authorized in advance by the Board of Directors.

Section 4: Audits.

(a) A financial audit shall be performed by an independent certified public accountant in any fiscal year in which gross revenue for the organization exceeds $25,000. (a) The independent certified public accountant will be directed to prepare and Auditor's Report. This report will be included and made part of the Financial Statement for the given year.

ARTICLE XII - NEWSLETTER

Section 1: Name.

(a) Air Search Rescue will publish a newsletter as determined by the Director of Operations. The name of this newsletter shall be Rescue Lines. The newsletter shall be posted on ASR's official web site at www.airsearchrescue.com and is the only official source of organizational information and policy. Distribution to ASR members is the responsibility of the Divisional Chief's. Newsletter subscription may be sold to non-members.

Section 2: Editor.

(a) With the advice of other officers, the Chair will appoint the Editor of the newsletter.

ARTICLE XIII - DISCIPLINARY PROCESS

Section 1: Suspensions and Terminations.

(a) All suspensions and/or terminations are provisional pending final action by the Board of Directors. (b) Line officers with rank of Deputy Chief and above have the authority to suspend individual members for insubordination or unprofessionalism. (c) Only Regional Chapter Executive Officers, the Director of Operations and the Commanding Officer have the authority to terminate an individual member. (d) All suspended or terminated individuals have the right to appeal.

Section 2: Appeal Process.

(a) All members, committees and divisions that are suspended or terminated, have the right to appeal the suspension/termination by submitting a written, hand-signed and dated request for an Appeal Hearing to the Director of Operations within 30 days of the suspension/termination. (b) Upon receipt of a written, hand-signed and dated Appeal Hearing request, the Director of Operations shall convene a Hearing Board comprised of one member from the Board of Directors, the Commanding Officer and Director of Operations. The time, date and place of the Hearing Board shall be set by the Director of Operations upon receipt of the written appeal request. (c) The appellant has the right to present a defense, to provide evidence and to call witnesses. He/she has the right to examine evidence provided against him/her and to cross examine witnesses that testify against him/her. (d) The majority decision of the Hearing Board is final. A decision will be rendered in writing within sixty days of the appeal hearing.

ARTICLE XIV - CONSISTENCY

Section 1:

(a) The Bylaws and policies of Air Search Rescue and of the Governing Board take precedence over any conflicting provisions, guidelines or internal policies within the organization.

ARTICLE XV - POLITICAL AFFILIATIONS

Section 1:

(a) This organization shall in no way be connected with any political party or political affiliation as pertaining to any political party or candidate. However, this section shall not be constrained as to prohibiting the support of any legislation in the best interest of the Air Search Rescue's charitable purpose.

ARTICLE XVI - CONFLICT OF INTEREST POLICY

Section 1: Definition.

(a) A conflict of interest may exist when the interests or concerns of any director, officer, or member, or said person's immediate family, or any group or organization in which said persons holds a position as an employee, officer, director or partner, may be seen as competing with the interests or concerns of Air Search Rescue.

Section 2: Disclosure.

(a) Each member of the Board of Directors, Division Head, Chapter Officer or Line Officer of Air Search Rescue holding the rank of Assistant Chief and above, must disclose in writing to the Board any possible conflict of interest. This disclosure must be updated annually.

Section 3: Compliance.

(a) When such conflict of interest is relevant to a matter requiring action by the Board of Directors, the interested director shall bring it to the attention of the Board. The interested Director will retire from the room in which the Board is meeting and will not participate in any discussion or vote on such matter.

ARTICLE XVII - NONDISCRIMINATION POLICY

Section 1: Definition.

(a) Air Search Rescue shall not discriminate on the basis of race, color, religious creed, ancestry, union membership, age, sex, sexual orientation, national origin, mental or physical challenge or any other demographic division.

Section 2: Compliance.

(a) Compliance with the Pennsylvania Human Relations Act (43 P.S. Section 951-963) shall constitute compliance with this paragraph.

Section 3: Application.

(a) This policy shall apply to any person served, member, employee or director of Air Search Rescue.

ARTICLE XVIII - PRIVACY POLICY

Section 1: Air Search Rescue has created this privacy statement in order to demonstrate our firm commitment to privacy. The following discloses the information gathering and dissemination practices for this organization.

(a) We will not collect, use, or distribute to third parties personally identifiable information about an member without prior written consent. (b) All information gathered during the application process is strictly confidential and will be used internally to conduct official organizational business. (c) Information concerning any ASR member will not be given to any media personnel without the prior consent of the member.

ARTICLE XIX - MEDIA POLICY

Section 1: Air Search Rescue has implemented a company wide policy concerning the distribution of any information about the organization. This policy was implemented to eliminate the possibility of inaccurate information being disseminated.

ARTICLE XX - DISSOLUTION

Section 1:

(a) If for any reason, should Air Search and Rescue Helicopter Service be dissolved, all assets shall be distributed for one or exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue code or corresponding section of any future Federal Tax code. All assets shall be sold or auctioned at fair market value and all debts paid under the supervision of the Board of Directors. Any assets or funds remaining shall be donated to a non-profit organization.

ARTICLE XXI - AMENDMENTS

Section 1:

(a) These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.