Bylaws of Action For Eastern Montana, Inc.

ARTICLE I
Name and Location

Section 1. Name. The name of the corporation shall be Action for Eastern Montana, Inc. (the “Corporation”), a Montana nonprofit corporation.
Section 2. Location. Offices of the Corporation shall be located in Glendive, Montana and in any other locations as may be determined by the Board of Directors of the Corporation (the “Board”).
Section 3. Registered Office. The Corporation shall have and continuously maintain, in the State of Montana, a registered office and a registered agent.
Section 4. Service Area. The Corporation shall serve the following Montana Counties: Carter, Custer, Daniels, Dawson, Fallon, Garfield, McCone, Phillips, Powder River, Prairie, Richland, Roosevelt, Rosebud, Sheridan, Treasure, Valley, and Wibaux (the “Service Area”).

ARTICLE II
Purposes

Section 1. Purposes. The Corporation is organized and shall be operated for exclusively charitable and educational purposes within the meaning of Section 501 (c)(3) of the Code, as set forth in the Corporation’s Articles of Incorporation (the “Articles”).

Section 2. Restrictions on Activities.

(A) The Corporation shall not engage in any activities or exercise any powers that are not in furtherance of the primary purposes of the Corporation.

(B) The Corporation shall not carry on any activities not permitted to be carried on by a corporation that is exempt from the federal income tax as an organization described in Section 501 (c) (3) of the Code.

(C) No part of the net earnings or assets of the Corporation shall inure to the benefit of any member of the Board, officer, or other private individual; and, except to an insubstantial degree, the Corporation shall not engage in a regular business of any kind ordinarily carried on for profit.

(D) No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation; and the Corporation shall not participate or intervene in any political campaign (including publishing or distributing statements), in connection with any candidate for public office. However, the Corporation may conduct appropriate lobbying activities as described by Section 4911 of the Code on issues of importance to the Corporation and the individuals that it serves.

ARTICLE III
Membership

The Corporation shall not have members. Any action which would otherwise require approval by a majority of all members or approval by the members shall require approval of the Board. All rights which would otherwise vest in the members shall vest in the Board.

ARTICLE IV
Board of Directors

Section 1. Authority and Responsibility. The governing body of the Corporation shall be the Board. The Board shall have supervision, control, and direction of the affairs of the Corporation, shall actively promote and pursue the Corporation’s objectives, shall identify the human resource development needs of the Service Area, and shall supervise the disbursement of the Corporation’s funds. The Board may adopt rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to one or more committees. The Board shall receive regular trainings pertinent to the management and oversight of the Corporation’s programs, finances, and contractual responsibilities.

Section 2. Number and Qualification of Directors. The number of directors that shall constitute the entire Board shall be fifteen. The number of Directors may be increased (but not to more than twenty-one) or decreased (but not to less than fifteen) by resolution of the Board, but no decrease shall have the effect of shortening the term of any incumbent director. All directors must reside within the Service Area.

Section 3. Composition of Board.

(a) Public Officials. One-third of the directors on the Board shall be public officials who, on the date appointed to the Board, are either elected or appointed public officials with general government responsibilities or responsibilities which require them to deal with poverty-related issues (the “Public Official Directors”). A Public Official Director may continue to serve on the Board for the remainder of his or her term on the Board even if at some time after appointment to the Board the Public Official Director is no longer an elected or appointed public official with general government responsibilities or responsibilities which require the Public Official Director to deal with poverty-related issues.

(b) Low-income Representatives. One-third of the directors on the Board shall be representatives of low-income residents residing in the Service Area (the “Low-Income Directors”).

(c) Private Sector Directors. The remaining seats on the Board after filling the seats held by Low-Income Directors and Public Official Directors may be filled by the Board by members of the business community or the general public (the “Private Sector Directors”).

(d) Additional Board Composition Requirements:

i) At least one director shall have a background and expertise in fiscal management or accounting.

ii) At least one director shall have a background and expertise in early childhood education and/or development.

iii) At least one director shall be a licensed attorney familiar with issues that come before the Board.

iv) At least two directors shall be parents of children who are currently, or were formerly, enrolled in the Head Start Program of the United States Department of Health and Human Services; and who are selected for their expertise in education, business administration, or community affairs.

(e) If a person described in clause (i), (ii) or (iii) of 3(d) is not available to serve as a director, the Board shall use a consultant, or other individual with relevant expertise, with the qualifications described in clause (i), (ii), or (iii), who shall work directly with the Board.

The directors that meet the requirements of Section 3(d) of this Article IV may, but need not be, Private Sector Directors.

(f) Notwithstanding anything contained in these Bylaws to the contrary, Board action which is otherwise valid shall not be deemed invalid due to failure to comply with Sections 3(a) through 3(d) of this Article IV, provided diligent effort has been made to insure that all membership criteria are met.

(g) The Corporation prohibits discrimination in all of its programs and activities for any reason, including based on race, color, national origin, age, disability, marital status, parental status, religion, sexual orientation, genetic information, gender, political beliefs, reprisal, or because all or part of an individual’s income is derived from public assistance programs.

Except as specifically required under this Section, the Corporation prohibits discrimination in the selection of directors for the Board and no director or prospective director may be discriminated against due to any reason, including those listed in the previous paragraph of this Section.

Section 4. Appointment of Directors. Directors shall be appointed in accordance with the policies and procedures for appointment of directors contained in the Governing Board Manual.

Section 5. Term of Office; Vacancies.

(a) The term of office of all directors shall be three years.
(b) Any vacancy occurring on the Board for any cause shall be filled in the manner outlined in the Board Manual. Directors selected to fill vacancies shall serve for the remainder of the term of the director being replaced.
(c) Directors may be reelected to serve an unlimited number of three-year terms.

Section 6. Removal of Directors. A director may be removed with or without cause by a two-thirds vote of the Board. A director shall be automatically removed if the director has unexcused absences from three consecutive regularly scheduled meetings of the Board. If a director has unexcused absences from two consecutive regularly scheduled meetings, the Board Secretary shall send a notice to the director advising the director that he or she will automatically be removed from the Board if the director has an unexcused absence at the next regularly scheduled meeting.

Section 7. Resignation of Directors. Any director may resign from the Board by giving written notice to the Board Chair. A director’s resignation shall be effective upon receipt of written notice by the Board Chair or at any later date as specified in the written notice.

Section 8. Petition Procedure for Representation. Any community group or group of low-income residents residing in the Service Area that feels inadequately represented may petition the Board for representation on the Board. The petition shall be in writing and set forth the petitioner’s criticism of the existing Board structure and shall provide arguments in support of expanding of the Board representation. The petition shall be addressed to the Board Secretary. The Board Secretary shall place the petition on the agenda of the next regular Board meeting and advise the petitioner that the petition will be placed on the agenda of the next regular Board meeting.

Section 9. Specific Powers. In addition to all the other powers granted by law, the Articles or these Bylaws, the Board shall have the power:

(a) To appoint the Chief Executive Officer (CEO) of the Corporation;
(b) To determine, subject to applicable laws and regulations, major personnel, organizational, fiscal and programmatic policies of the Corporation;
(c) To determine overall program plans and priorities for the Corporation including the provisions for evaluating progress against performance;
(d) To make final approval of all program proposals and budgets;
(e) To determine, subject to applicable laws and regulations, rules and procedures for the Board;
(f) To confirm appointments made to committees of the Board; and
(g) To receive and administer funds under the Community Services Block Grant Program and amendments thereto, funds and contributions from private and local public sources and funds under any federal or state assistance program.

Section 10. Place and Manner of Meeting: Public Notice. The annual meeting of the Board shall be held each year in August. Regular meetings of the Board shall be held monthly at the offices of the Corporation or at any place and time as the Board Chair may determine. Special meetings of the Board may be held from time to time upon call of the Board Chair, or at the request of any five members of the directors. Members of the Board may act by means of conference telephone network or similar communication methods by which all persons participating in the meeting can hear each other. Meetings of the Board shall be open to the public in accordance with Montana law. The Secretary of the Corporation shall publish notice of all meetings of the Board on the Corporation’s website at least: (i) five days prior to each regular meeting and at least forty-eight hours prior to any special meetings of the Board, unless a health and safety emergency requires the Board to meet without publishing notice of the meeting.

Section 11. Notice of Board Meetings.

(a) A notice of every meeting of the Board, stating the date, time and place, but not necessarily the purpose of the meeting must be conveyed to each director either personally, by phone, by US mail or by e-mail to each director at his or her address as shown by the records of the Corporation. Unless otherwise specified by these Bylaws, the notice must be provided not less than five days prior to the date of the meeting.

(b) If mailed, notice of any meeting shall be deemed to be effective at the earlier of (i) five days after deposited in the US, addressed to the director’s address as shown by the records of the Corporation, with postage prepaid, (ii) the date shown on the return receipt (if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director), or (iii) the date when received. If e-mailed, a notice shall be deemed delivered when an electronic notice of delivery is returned to the sender of the notice.

(c) Regardless of whether the meeting is a regular meeting or a special meeting, if a purpose of the meeting is to consider (i) an amendment to the Articles; (ii) a plan of merger, (iii) the sale, lease, exchange, or disposition of all, or substantially all of the Corporation’s property, or (iv) the dissolution of the Corporation, then a notice must be given to each director at least fourteen days before the meeting stating the purpose, and the notice must be accompanied by a copy of or summary, if applicable, of the proposed amendment to the Articles, the proposed plan of merger, the transaction for the disposition of the Corporation’s property, or proposed plan of dissolution.

(d) Any director may waive notice of any meeting. The waiver must be in writing, signed by the director waiving notice, and filed with the minutes or corporate records. A director’s attendance at a meeting waives the director’s right to object to lack of notice or defective notice of the meeting unless the director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or transacting business at the meeting, and does not vote for or assent to action taken at the meeting.

(e) An executive session of the Board may be called by the Board Chair at the option of the Board Chair or upon a majority vote of the Board under the following circumstances:

(i) on the advice of counsel,
(ii) to discuss current pending legal matters,
(iii) to consult with auditors or compensation consultants,
(iv) to acquire or dispose of the Corporation’s property,
(v) to discuss or act on personnel issues, or
(vi) to address any other matters as the Board deems appropriate.

Appropriate topics may be discussed in executive session, but ultimate action must be taken by motion and vote in open session.

Section 12. Quorum. A majority of the directors shall constitute a quorum at all meetings of the Board. No vote shall be taken unless a quorum is present.

Section 13. Minutes. All Board meetings shall have detailed minutes compiled by the Board Secretary. Any reports or actions taken during a Board meeting shall be filed with the corporate records. All minutes must be reviewed and approved by the Board at the next regular meeting.

Section 14. Voting and Action by the Board. At all meetings of the Board, each director shall have one vote. The vote of a majority of the directors present at the meeting at which a quorum is present shall be sufficient to constitute action of the Board except for actions for which a greater vote may be required by statute, the Articles, or these Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for the meeting.

Section 15. Proxy Vote. Proxies and proxy voting shall not be allowed on behalf of any director.

Section 16. Compensation of Directors. No director shall receive any compensation from the Corporation for services rendered as a director. No director shall serve the Corporation in any other capacity and receive compensation from the Corporation for such services. Directors may receive such reimbursement for expenses, if any, as may be fixed or determined by the Board.

ARTICLE V
Committees of the Board

Section 1. Standing Committees. The Board shall have standing committees including the Executive Committee, Finance Committee and Personnel Committee. To the extent possible, membership of the standing committees shall represent the composition of the full Board with one-third Public Official Directors, one-third Low-Income Representative Directors, and the remainder Private Sector Directors.

Section 2. Executive Committee. The Executive Committee shall be composed of the Board Chair, the Board Vice-Chair and three additional directors, one of which will be a Finance Committee member, appointed by the Board Chair and approved by a majority vote of the Board. The Executive Committee shall have the power and authority delegated to it by the Board from time to time as permitted by law, other than those actions specifically prohibited by Section 6 of this Article. The authority granted by the Board may include the authority to act in the case of an emergency or be limited to special instances as delegated to it by the Board from time to time by resolution or policy.

Section 3. Finance Committee. The Finance Committee shall be composed of no less than three directors appointed by the Board Chair and approved by a majority vote of the Board. The Finance Committee shall review and report to the Board on those financial issues as delegated to it by the Board from time to time by resolution or policy.

Section 4. Personnel Committee. The Personnel Committee shall be composed of three directors appointed by the Board Chair and approved by a majority vote of the Board. The Personnel Committee shall have the power and authority delegated to it by the Board from time to time as permitted by law, other than those actions specifically prohibited by Section 6 of this Article.

Section 5. Other Committees. The Board may create additional committees. All committees shall include no less than three directors appointed by the Board Chair and approved by a majority vote of the Board and shall have the power and authority delegated to it by the Board from time to time as permitted by law, other than those actions specifically prohibited by Section 6 of this Article.

Section 6. Restrictions on Committees. A committee of the Board may not take any action that committees are prohibited from taking under the Montana Nonprofit Corporation Act.

Section 7. Committee Meetings. Each committee of the Board may, subject to the approval of the Board, prescribe rules and regulations for the call and conduct of committee meetings and other matters relating to its procedure that are consistent with these Bylaws. A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee.

ARTICLE VI
Officers

Section 1. Officers. The officers of the Corporation shall be a Board Chair, a Board Vice Chair and a Board Secretary. The Board may designate additional officers as it deems advisable from time to time. No two offices may be held by the same person. Officers do not have to be directors. Failure to appoint officers shall not require the Corporation to be dissolved.

Section 2. Election. The officers of the Corporation shall be selected by the Board each year at its annual meeting.

Section 3. Term of Office. Officers shall serve one year terms, and shall be eligible for re-election in subsequent years. Each officer shall hold office until a successor is duly elected and qualified or until he or she resigns, dies or is removed. A designation for a specified term does not grant to the officer any contract rights, and the Board can remove the officer at any time prior to the termination of the designated term.

Section 4. Removal of Officers. Any officer may be removed either with or without cause by a two-thirds majority vote of the Board.

Section 5. Duties of Officers of the Board. The duties and powers of the officers of the Corporation shall be as follows or as shall be set by resolution or policy of the Board:

(a) Board Chair. The Board Chair shall be the chief volunteer officer of the Corporation and shall in general supervise and control all business and affairs of the Corporation and authenticate the records of the Corporation. The Board Chair shall preside at all meetings of the Board. In general, the Board Chair shall perform all duties incident to the office of Chair and such duties as may be prescribed by the Board of Directors from time to time.

(b) Board Vice Chair. In the absence of the Board Chair or in the event of the Board Chair’s inability or refusal to act, the Board Vice Chair shall perform the duties of the Board Chair, and when so acting shall have all the powers of and be subject to all the restrictions as that of the Board Chair. The Board Vice Chair shall also perform other duties as from time to time may be assigned to the Board Vice Chair by the Board Chair.

(c) Board Secretary. The Board Secretary shall: (i) prepare minutes of the meetings of the Board and maintain minutes of the meetings of the Board and committees of the Board in one or more books provided for that purpose; (ii) prepare and deliver all notices in accordance with these Bylaws or as required by law; (iii) prepare and maintain an accurate record of all votes on all motions made at any Board meeting; (iv) maintain on file at all times a copy of the Articles and these Bylaws and permit inspection of the Articles and these Bylaws by any director; (v) maintain all corporate records, including financial records, at the principal office of the Corporation; (vi) deliver minutes of the Board meetings to the Intergovernmental Human Services Bureau of the Montana Department of Health and Human Services.

Section 6. Delegation of Duties. Officers may delegate the specific duties set forth above to another individual or receive assistance from another individual in performing such duties, so long as the officer retains oversight and review of the records and documents prepared and distributed.

Section 7. Vacancies. All vacancies in any office shall be filled promptly by the Board either at a regular meeting or at a special meeting called for that purpose.

ARTICLE VII
Chief Executive Officer (CEO)

The Board shall select and hire a Chief Executive Officer (the “CEO”) who shall be given the necessary authority and responsibility for the management of the Corporation, subject only to policies enacted by the Board. The CEO shall serve as an ex officio, non-voting member of the Board and shall attend all Board meetings and Board committee meetings. The CEO shall act as the duly authorized representative of the Board in all matters except those in which the Board has formally designated another individual or group to act. The CEO shall be responsible for hiring and firing employees of the Corporation based upon the general guidelines prescribed by the Board. The CEO is directly accountable to the Board. The CEO may be removed from employment by a two-thirds vote of the Board.

ARTICLE VIII
Conflict of Interest

Section 1. Conflict of Interest. The Corporation’s directors and staff may be involved with other organizations that may have business dealings or affiliations with or seek grants from the Corporation:

(a) A Public Official Director sitting on the Board will not have a conflict of interest if the Corporation should contract with his or her jurisdiction to perform a component of the program.

(b) In the event any director or member of his or her family has a personal or business interest in, or is involved in any way with an organization with whom the Board is considering a business contract, such interest or involvement shall be disclosed to the Board. In such event, the interested director shall neither vote nor participate in the discussion of the matter. The interested director shall be excused from the actual discussion and from being present at that portion of the meeting when the matter giving rise to the apparent conflict is discussed. However, any director who is excluded from the voting or from being present pursuant to this policy may answer pertinent questions from other directors and be present when the interested director’s knowledge regarding the matter will assist the Board.

(c) There shall be annual disclosure of business and personal relationships.

(d) Each director’s immediate family members are prohibited from being employed by the Corporation.

(e) The minutes of the meeting shall indicate that the interested director disclosed the interest or involvement in the matter being considered by the Board, recused himself or herself from the discussion and abstained from voting on the matter.

(f) The Board shall provide a policy in the Corporation’s Policy Manual that defines actual and apparent conflicts of interest and sets forth a procedure by which the Board can take action to determine if such situations are in the best interest of the Corporation.

ARTICLE IX
Liability, Indemnification, and Insurance

Section 1. Indemnification. The Corporation shall indemnify qualified individuals according to the following guidelines:

(a) The Corporation shall indemnify each person who is or was a director or officer of the Corporation, or who is serving or has served at the request of the Corporation as a director, trustee or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent from time to time permitted by the laws of the State of Montana in the event any such person was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(b) The Corporation may indemnify any person who is or was an employee or agent of the Corporation and any person who is serving or has served at its request as an employee or agent of any other enterprise, to the fullest extent from time to time permitted by the laws of the State of Montana in the event any such person was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(c) An individual may be indemnified only if (i) the individual has conducted himself in good faith; (ii) reasonably believed in the case of conduct in his official capacity with the Corporation, that his conduct was in its best interest, and in all other cases, that his conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 2. Authorization of Indemnification. Any indemnification under this Article (unless the indemnification is ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. In the case of indemnification under Section 1 (a) of this Article, the determination shall be limited to whether the person to be indemnified has met the standards specified in Section 1 of this Article and that the amount of the indemnification is permitted by law. Any determination under this Section shall be made (a) by the Board by a majority vote of directors not at the time parties to the proceeding, (b) if such a quorum is not obtainable, by majority vote of a committee designated by the Board consisting solely of two or more directors not at the time parties to the proceeding, or (c) by special legal counsel selected by the Board or a committee as provided in clause (a) or (b) of this sentence or, if a quorum cannot be obtained under (a) and a committee cannot be designated under (b), the special legal counsel shall be selected by majority vote of the full Board, in which directors who are parties to the proceeding may participate.

Section 3. Advance Payments. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board in the specific case, upon receipt of (i) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this Article; and (ii) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in the Article.

Section 4. Non-Exclusivity and Continuation. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of disinterested directors, or otherwise, both as to action in the person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 5. Insurance. The Corporation may purchase and maintain insurance (a) to insure itself with respect to the indemnification payments it is authorized or obligated to make pursuant to this Article, and (b) on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to insure against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify the person against such liability under the provisions of this Article.

ARTICLE X
General Provisions

Section 1. Execution of Contracts. The Board, except as otherwise provided in these Bylaws, may prospectively or retroactively authorize any officer or officers, agent or agents, in the name, and on behalf of the Corporation, to enter into any contract, or execute or deliver any instrument as may be necessary to carry out the purposes of the Corporation. Any such authority may be general or confined to specific instances.

Section 2. Loans. The Board may authorize the Board Chair or any officer or agent of the Corporation to: (i) obtain loans and advances at any time for the Corporation from any bank, trust company, firm, corporation, individual, or other institution; (ii) make, execute, and deliver promissory notes, bonds, or other evidence of indebtedness of the Corporation; and (iii) pledge and hypothecate, or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances. The Corporation shall make no loans to any director or officer.

Section 3. Books and Records. There shall be kept and made available, at the principal office of the Corporation, correct books of accounts of all the business and transactions of the Corporation.

Section 4. Depositories. The funds of the Corporation not otherwise employed shall from time to time be deposited to the order of the Corporation in such banks, trust companies, or other depositories as the Board may select, or as may be selected by any one or more officers or agents of the Corporation to whom such power may from time to time be delegated by the Board.

Section 5. Signatories. All checks, drafts, and other orders for payment of money out of the funds of the Corporation, and all notes and other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such a manner as shall from time to time be determined by the Board.

Section 6. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December for each subsequent year.

Section 7. Annual Audit. The Board may require an annual audit of the books and accounting records of the Corporation.

Section 8. Code. All references in these Bylaws to Code Sections are the Sections of the Internal Revenue Code of 1986, and shall include future amendments to such sections and corresponding provisions of future tax laws, all as from time to time in effect.

ARTICLE XI
Dissolution

Upon dissolution of the Corporation, the Board shall, after paying or providing for payment all of the liabilities of the Corporation, distribute all of the remaining assets of the Corporation exclusively for the purposes of the Corporation and the purposes set forth in Section 501 (c) (3) of the Code.

ARTICLE XII
Amendment of Bylaws

The Bylaws of the Corporation may be altered, amended, added to, or repealed by two-thirds vote of the Board. No alteration, amendment, repeal or adoption shall in any way conflict with the purposes of the Corporation as stated in the Articles or otherwise cause the Corporation to lose its qualification as an organization described in Section 501 (c) (3) of the Code. Specific notice of the proposed amendments to the Bylaws must be given to each director along with the notice for the meeting at which the amendments will be considered.

Bylaws Certificate

The foregoing restated and amended Bylaws consisting of these 13 pages, were adopted as the Bylaws of the Corporation on November 20, 2015. A quorum consisting of 10 members of the Board were present and 10 directors voted in favor of adoption of the foregoing restated and amended Bylaws. Written notice of this meeting, including notice of changes to the Bylaws was given to all members of the Board no later than November 13, 2015.

The members of the Board of the Corporation, do certify that they have adopted the foregoing as the Bylaws of the Corporation and direct that the Bylaws be inserted and kept in the minutes and files of the Corporation.