Chapter Bylaws

Amended and Restated Bylaws LCR-DC, Inc., a District of Columbia Non-Profit Corporation (March 14, 2022)

Mission Statement

Log Cabin Republicans – District of Columbia (“LCR-DC”) is organized to promote the common good and advance the interests of the gay, lesbian, bi-sexual and transgender (“LGBT”) community within the Republican Party of the District of Columbia.

LCR-DC shall assist in the development and enactment of policies affecting the LGBT community within the Republican Party and municipal, state, District, and Federal governments. Its membership shall advocate and support initiatives, activities, and/or candidates which (i) provide equal rights under law to LGBT persons, (ii) promote nondiscrimination against or harassment of persons who are members of the LGBT community, (iii) encourage participation in the Republican Party by LGBT individuals and others, and (iv) discuss, debate and advocate in support of or against such political programs, issues or legislative proposals as may be considered relevant and of interest to its membership.

Article I: Name and Registration; Relationship to LCR, Inc.

Section 1.01 Name.

The name of this corporation is “LCR-DC, Inc.” (hereinafter, the “Corporation”).

Section 1.02 Doing Business Names.

The Corporation may also do business as “LCR-DC,” or “Log Cabin Republicans – DC” or “Log Cabin – District of Columbia” or “DC Log Cabin.”

Section 1.03 Registered Agent.

The registered agent of the Corporation shall be determined by the Board of Directors in its discretion, and the name and address of said agent shall be filed as specified by the Code of the District of Columbia and any regulations issued thereunder.

Section 1.04 Chartered Chapter.

The Corporation is a Qualified Chapter of LCR, Inc. and shall continue to operate in full compliance with the Bylaws, policies, and procedures of LCR, Inc., as specified in the “Chapter Qualification Agreement” entered into between the Corporation and LCR, Inc. and attached hereto as Exhibit A. The Directors and Officers of the Corporation shall take such actions as are necessary to ensure that the Corporation fulfills its obligations as a Qualified Chapter.

Article II: Prohibited Activities

Section 2.01 Prohibition Against Sharing in Corporate Earnings.

(a) No part of the earnings of the Corporation shall inure to the benefit of or be distributable to its incorporators, 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 in the Articles of Incorporation.

(b) All Directors and Officers of the Corporation shall be deemed to have expressly consented and agreed that, upon the dissolution or winding up of the affairs of the Corporation, the Board shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of the remaining assets of the Corporation exclusively for the purposes and in the manner set out in the Articles of Incorporation.

Section 2.02 Exempt Activities.

In all events and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the Corporation, whether voluntary or involuntary or by operation of law, the Board of Directors shall observe the following:

(a) The Corporation shall not have or exercise any power or authority, either expressly or by interpretation or operation of law, nor shall it directly or indirectly engage in any activity, that would prevent it from qualifying (and continuing to qualify) as a corporation described in Section 501(c)(4) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any subsequent tax law).

(b) Neither the whole, nor any part or portion, of the assets or net earnings of the Corporation shall be used, nor shall the Corporation ever be organized or operated, for objects or purposes other than those set out in the Articles of Incorporation and these Bylaws.

Article III: Membership

Section 3.01 Qualifications.

The membership of the Corporation shall consist of individuals:

(a) who subscribe to the mission and purposes of the Corporation; and

(b) who pay the requisite membership dues.

Section 3.02 Membership Rights.

(a) A member shall have the right to hold office in the Corporation and to participate and vote on the election of Officers, certain amendments to the Bylaws (as provided in section 7.06), endorsements, and such other matters as may come before a meeting of the members of the Corporation.

(b) One member shall have one vote.

Section 3.03 Dues.

(a) The amount of the Corporation’s annual (12-month) membership dues shall be established by the Board of Directors at a meeting held in accordance with Section 5.03 hereof, provided that any change in membership dues shall become effective no sooner than thirty (30) days after notice of such change is given to the members.

(b) The annual dues of current members of the Corporation shall be due and payable on the one-year anniversary date of each member’s most recent dues payment. Each member will be given email notification by the Secretary approximately 30 days prior to that member’s dues expiration date, and each member will be given a 30-day grace period following that member’s dues expiration date to renew their membership, after which time that individual’s membership rights shall be automatically terminated. The annual dues received from new members during the course of the year shall be subject to renewal in accordance with the timeframes and procedures set forth in this subparagraph.

(c) No new member shall have or may exercise any right of membership until seven (7) days after the receipt of that person’s annual dues by the Treasurer. Existing members who renew their membership within the timeframe set forth in Section 3.03(b) above shall retain full membership rights; provided, however, that any such renewal payment which occurs after the expiration date but during the 30-day grace period must be received by the Treasurer prior to the exercise of any such membership right.

(d) The fiscal year of the Corporation shall be the calendar year.

Article IV: Membership Meetings

Section 4.01 Regular, Annual, and Special Meetings.

(a) Unless otherwise prescribed by the Board of Directors, a Regular Meeting of the membership of the Corporation should be held monthly during the period September through June on a standardized, recurring basis, to the extent feasible, at a specific time and place as determined by the Board of Directors.

(b) The Directors and Officers of the Corporation shall be elected at the regular March meeting of the members of the Corporation, which shall be designated the Annual Meeting of the Corporation. Notwithstanding the foregoing, the Board of Directors may authorize the election of Directors and Officers of the Corporation via electronic ballot during the month March, in which case such electronic election shall be deemed the Annual Meeting of the Corporation.

(c) Special Meetings of the membership may be called by a majority of the Board of Directors or upon written petition by at least one-third (1/3) of the members, upon notice duly given as specified in Section 4.02 hereof, to consider only such business items enumerated in such call (if by the Board of Directors) or petition (if by members).

(d) Any meeting of the members of the Corporation (including the Annual Meeting) may be conducted virtually, and any vote by the members of the Corporation (including the election of Directors) may be conducted via electronic ballot, as prescribed by the Board of Directors.

Section 4.02 Notice of Meetings.

(a) An email notification stating the purpose, place, day, and hour of either a Regular Meeting or a Special Meeting of members of the Corporation shall be delivered not less than five (5) business days before the date of the meeting to the most recent email address provided by each member to the Secretary of the Corporation. It shall be the sole responsibility of each member to notify the Secretary of any change in said address.

(b) For the purpose of these Bylaws, a business day is a day on which the United States Postal Service delivers mail.

Section 4.03 Actions at Membership Meetings.

(a) Any action taken at any membership meeting must be in accordance with these Bylaws and the purposes of the Corporation as stated in the Articles of Incorporation.

(b) Except as herein otherwise specifically provided, the vote of a simple majority of qualified members of the Corporation present and voting at a membership meeting shall prevail.

(c) Endorsement of a candidate, legislative proposal, or ballot initiative may be made by majority vote of the members of the Corporation present and voting at a regular meeting upon the recommendation of a majority vote of the Board of Directors, or by a two-thirds vote of the membership without such Board recommendation. The endorsement of a candidate in a primary election shall not constitute the endorsement of that candidate in the general election. Any candidate for public office in a partisan election who is nominated for formal endorsement by the members of this Corporation must be a registered member of the Republican Party.

Section 4.04 Quorum.

(a) At any meeting under this Article IV, the presence of a quorum is required for such meeting to formally transact any business. A quorum shall consist of ten percent (10%) of the membership eligible to vote in accordance with Section 3.03(c) hereof.

(b) If a meeting has been duly convened and a quorum found present, a quorum is thereafter presumed to continue in attendance unless, upon the suggestion of any member, a quorum is not found.

(c) If a meeting cannot transact business because a quorum is not present, those present may adjourn the meeting from time to time for a period not to exceed three hours in total until a quorum is present, at which time any business may be transacted that could have been transacted at the meeting as originally called.

Article V: Board of Directors

Section 5.01 Composition / Election.

(a) The Directors of this Corporation (“Directors”) shall consist of all of the Officers and At-Large Directors of the Corporation, of whom there shall be no less than four (4) and no more than nine (9) in total. The Directors will be elected simultaneously with the election of Officers and as specified in Section 6.01 hereof. Upon the President’s determination not to seek re-election, he or she may, with the approval of a majority of the Members at the Annual Meeting, serve as a voting Director and Officer with the title of President Emeritus for a one-year term beginning upon election at such Annual Meeting. The determination of any retiring President of a desire to remain on the Board as a voting Director and as an Officer with the title of President Emeritus shall be made not later than the Board’s designation of the number of Directors pursuant to subsection 5.01(b) hereof.

(b) At least twenty-five (25) days before the Annual Meeting in May, the Board of Directors shall designate by majority vote the number, titles, and, if desired, major responsibilities of additional Directors/Officers beyond the minimum four Officers specified in Section 6.01(a) hereof. If any retiring President has indicated his/her wish to remain a voting member of the Board pursuant to subsection 5.01(a) hereof, the number of Directors designated hereunder shall include that position as part of the total number. This designation of the number and title of additional Directors/Officers shall be emailed to each member of the Corporation at least five (5) business days before the Annual Meeting and, further, shall be subject to revision by a majority vote of the members of the Corporation at said Annual Meeting, which shall be the order of business immediately before the election.

(d) To be guaranteed placement on the official ballot, candidates for board positions shall announce their candidacy no less than fourteen (14) days before the designated election date.

Section 5.02 Duties.

(a) Except for matters prohibited to it by law, the Articles of Incorporation, or these Bylaws, the Board of Directors of the Corporation shall manage and control the business and affairs and exercise all powers of the Corporation in accordance with these Bylaws and such actions and policies duly adopted by the members of the Corporation pursuant to Article IV hereof.

(b) Any member of the Corporation may receive reasonable compensation from the Corporation for services actually rendered to or for the Corporation, when authorized by the Board of Directors. No member may receive compensation merely for action as a member or Director or Officer.

(c) No member of the Corporation shall have an interest, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing goods or services to it, unless such contract shall be authorized by the Board of Directors after such interest is disclosed to the Board of Directors at the meeting at which such contract is so authorized.

(d) The Board shall establish and adopt an annual budget (“Budget”) for the Corporation as soon as is feasible following the Annual Meeting, which shall specify in as detailed a manner as possible all potential sources of revenue for the coming year, the amount of income reasonably foreseeable from those sources, and the manner in which those funds shall be expended. To aid in the development of the Budget, the Board may survey the members to assess their priorities and interests. The Treasurer shall report to the Board at each of its meetings the extent to which the actual revenues and expenses of the Corporation match those forecasted in the Budget, and the Board may revise the Budget periodically as it deems prudent in response to the actual financial situation of the Corporation at such time. All funds of the Corporation, not otherwise employed, shall be deposited in such banks or trust companies as the Board of Directors may from time to time determine.

(e) The Board shall at all times provide for and protect the privacy and confidentiality of all membership records to the extent allowed by law, provided that such records may be disclosed to other members by the Board of Directors with the prior consent of the member(s).

(f) The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by the Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, but such authority must be defined to specific instances.

(g) The Board of Directors shall not authorize borrowing funds for the use of the Corporation except upon specific grant of authority by a two-thirds (2/3) majority of the Board of Directors for each instance in which such borrowing may be required.

(h) All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer or the President unless a different Officer or agent is designated by the Board of Directors. Further, all such checks, drafts or orders for the payment of money for an amount or of an invoice greater that five hundred dollars ($500.00) shall require the express consent of the Board of Directors prior to signature and transmittal.

(i) Upon two-thirds (2/3) vote of all members of the Board of Directors and of the Corporation to liquidate the Corporation, the Board of Directors by a majority vote shall determine the manner in which the property and assets of the Corporation are to be distributed and such distribution shall be in accordance with the local tax laws and the Federal Internal Revenue Code, as amended, and relevant provisions of other Federal and local taxation statutes.

Section 5.03 Board Meetings.

(a) The Board of Directors shall make a good faith effort to hold regular monthly meetings during the September through June period, but it shall meet at least once each calendar quarter, at such times and places as they may determine, which meetings shall be open to any member of the Corporation.

(b) Regular and special meetings of the Board of Directors may be called (i) by the President or (ii) by a majority of the Directors, in either event in accordance with the notice provisions of subsection (c) hereof.

(c) The Secretary or designee shall notify by email each Director of the time and place of each Directors’ meeting at least five (5) business days in advance. An agenda shall be circulated as far in advance of any such meeting as possible, which agenda shall be prepared by the President or designee (for meetings called by the President) or by the majority of Directors (for meetings called by those Directors).

(d) A majority of the Directors shall constitute a quorum for the transaction of business by the Board of Directors.

(e) Proxy voting at meetings of the Board of Directors is prohibited.

(f) Each Director shall have one vote.

(g) Actions of the Board will be taken upon a majority of those present and voting, except as otherwise specifically provided in these Bylaws, and the Secretary shall prepare written minutes of each Board meeting, including actions taken and the vote supporting each such action. These minutes shall be prepared and distributed as soon as practicable following each such meeting.

(h) Any and all Directors may participate in a meeting of the Board of Directors or a Committee by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

(i) A Director’s attendance at any meeting shall constitute waiver of the right of notice of such meeting, except when the Director attends such meeting for the immediately expressed purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

(k) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of the meeting or the waiver of notice of such meeting.

Article VI: Officers

Section 6.01. Qualifications and Election.

(a) The Officers of the Corporation (the “Officers”) shall each be Directors. In accordance with Section 5.01(a), the Officers shall be at least four (4) in number and shall include a President, Vice President, Secretary, and Treasurer. Should more than four (4) Directors be authorized pursuant to Section 5.01(b) hereof, the title of each additional Director shall be Director At-Large. During the course of the year following an Annual Meeting, the Board may give one or more At-Large Directors an additional title as is deemed appropriate and a with such particular responsibilities as the Board may specify.

(b) The Director of the Corporation must be members of the Corporation. At the Annual Meeting, every nominee for an Officer or Director position shall fully disclose to the members of the Corporation then present any potential conflicts of interest, which could materially affect the conduct of his or her duties as an Officer or Director, the intent of this provision being solely to provide transparency by presenting as much relevant information concerning each candidate as possible to the membership prior to voting. If elected, each Officer and Director shall recuse himself/ herself from voting on any matter as to which that individual at that time has or could be seen as having a material conflict of interest concerning the matter then at issue; a two-thirds (2/3) majority of the Directors can determine that a conflict of interest exists for a particular Director or Directors concerning a specific issue.

(i) Each Director of the Corporation shall be elected by majority vote of the members of the Corporation present and voting at the Annual Meeting of the Corporation, following nomination and a second by active members of the Corporation. Self-nominations shall be permitted. Each candidate shall briefly describe his/her qualifications and the reasons for seeking election and shall respond to any questions posed by the membership.

(ii) Each Director shall be elected separately; provided however that, should the Board, at its meeting immediately preceding the Annual Meeting, duly adopt a motion that the Directors may be elected by means of a slate of proposed candidates, such alternative shall be presented to the members at the Annual Meeting, and the membership shall then determine by majority vote whether the election will occur by voting on a proposed slate or by voting on each Director separately.

(iii) Upon motion duly made and adopted at the Annual Meeting, voting shall be by secret ballot. If the then retiring President has indicated a desire to remain a voting Director with the title of President Emeritus pursuant to subsection 5.01(a) hereof, the voting for such position shall be subject to such other nominations for this Director position as may be forthcoming from the membership; should such other nominee instead win this Director position, that individual’s title shall be Director At-Large.

(d) Each of the four required Officer positions shall be held by different persons. Two people may be elected to share the duties of any one Officer position, but each such person must be separately elected as one of the Directors authorized by the Board pursuant to Section 5.01(b) hereof. In the event more than two (2) candidates are nominated for any Director or Officer position and no one individual wins a simple majority, then a second ballot shall be taken between the top two vote recipients.

(e) The Directors and Officers of the Corporation shall take office upon the adjournment of the Annual Meeting.

(f) The Directors and Officers of the Corporation shall serve for a term of one year or until their successors shall have been elected and qualified.

(g) Vacancies During Term of Office.

(i) Other than vacancies occurring by operation of subsection (h) hereof, any vacancy occurring in an office prior to the expiration of that position’s term, other than that of President, may be filled by a majority vote of the remaining members of the Board. An Officer or Director appointed by the Board shall serve for the unexpired term of that position.

(ii) In the case of a vacancy in the office of President, the Vice President shall serve as President for the remainder of the resigning President’s term. The Board shall then fill the vacancy of the Vice President as prescribed in Section 6.01(g)(i) above.

(h) Removal of Officers/Directors.

(i) An Officer/Director may be removed by a two-thirds (2/3) vote of the Board of Directors.

(ii) It shall not be in order to consider a motion to remove any Officer/Director unless such motion shall have been made in writing signed by five (5) members of the Corporation, a copy of which motion must be given personally to the Officer/Director in question and the Secretary not less than ten (10) business days before the Board meeting at which such motion is to be considered.

(iii) If a Director or Officer is removed pursuant to this subsection, upon motion duly made and seconded, the Board of Directors may determine to fill such position at that Board meeting or at a subsequent Board meeting by a two-thirds (2/3) vote of the Board of Directors.

Section 6.02 Duties and Powers — Generally

(a) All Officers and agents of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the property and affairs of the Corporation as may be determined by the Board and are not inconsistent with these Bylaws.

(b) The Officers of the Corporation shall ensure that the name and resources of the Corporation, including monies, meetings, and official membership lists, are prudently and effectively used and that confidentiality of membership records is strictly maintained in accordance with the following requirements:

(i) Each member may request that his name, address and all other contact information given to the Corporation remain absolutely confidential at all times and for all purposes. This request may be made either at the time of application/ renewal or at other time by written or email request to the Secretary of the Corporation, with a copy to the President.

(ii) For those members not requesting absolute non-disclosure in accordance with subsection (i) above, nevertheless any public use and/or sharing of the membership list by this Corporation with other organizations or otherwise for fundraising, campaign endorsements or similar purposes shall require obtaining majority approval by the Board and the consent of a majority of members at the immediately preceding membership meeting.

(d) In case of the temporary absence or disability of any Officer of the Corporation, the Board may delegate and assign for a specified period of time the duties of such Officer to any other Officer/Director it may select by motion duly made and adopted.

Section 6.03 Duties and Powers — Specifically

(a) President

The President or his/her designee shall preside at all meetings of the Members and of the Board of Directors. The President shall have general supervisory authority of the affairs of the Corporation but shall act only in accordance with, and pursuant to, the express direction of the Board of Directors. The Board of Directors may delegate authority to the President to act without prior Board consent, but such delegation shall be subject-specific and of limited time duration. The President or designee shall make a good faith effort to provide the Board a reasonable period of time in which to review and comment on written statements to be issued on behalf of the Corporation concerning matters for which there is no immediate time constraint. The President shall keep the Board of Directors fully informed about the activities of the Corporation. He or she or his or her designee shall be the sole public spokesperson for the Corporation. He or she shall have the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform such other duties as from time to time may be assigned by the Board of Directors. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect.

(b) Vice President

The Vice President shall have such specific duties and responsibilities as the Board may determine pursuant to Section 5.01(b) above or during the course of the Vice President’s term. Additionally, in the absence of the President, the Vice President shall become Acting President and shall perform all such duties as prescribed in subsection (a) above. In the event a vacancy through resignation occurs in the office of the President, the Vice President shall be elevated to the position of President and shall exercise all of the powers and perform all of the duties of the President for the remainder of his or her term. At the beginning of each calendar year, the Vice President shall conduct, or designate a qualified third party to conduct, an audit of the finances of the Corporation for the previous calendar year. The Vice President, or the qualified third party designee, shall submit a report of any findings to the full Board of Directors.

The Secretary shall maintain all corporate records, including a current list of the names, addresses, and other contact information of each member of the Corporation and of the Board of Directors, which list shall be maintained in such software system as may be utilized by the National Log Cabin office. The Secretary and the Board shall endeavor to cooperate with the National Log Cabin office in the selection and operation of such software system, but the Board may, upon good and sufficient reason and motion duly adopted, acquire and utilize its own software system for such purpose. The Secretary or designee shall file on a timely basis any and all reports for the Corporation as may be required to be filed by any applicable governmental authority. The Secretary shall keep and distribute electronically the minutes of all meetings of the Members and of the Board of Directors and shall maintain hard copies of all such minutes and reports in books or binders acquired at Corporation expense for that purpose. He or she shall give or serve, or cause to be given or served, all notices of the Corporation and shall perform all the duties customarily incident to the office of the Secretary, subject to the control of the Board of Directors, and shall perform such other duties as shall from time to time be assigned by the Board of Directors. The Secretary shall have and be the custodian of the books, records, and papers of the Corporation (other than financial) and shall see that all books, reports, statements, certificates, and other documents and records required by law are properly kept and filed.

(d) Treasurer

The Treasurer shall have the custody of the corporate funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all moneys, evidences of indebtedness, and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. The Treasurer shall oversee compliance with the Budget established pursuant to Section 5.02(d) hereof and shall report to the Board as specified in said Section. He shall disburse the funds of the Corporation only as may be ordered by the Board pursuant to the Budget, taking proper vouchers for such disbursements, and shall render to the Directors, whenever they may require it, an account of all transactions as Treasurer and a report of the financial condition of the Corporation. He or she shall at all reasonable times exhibit the Corporation’s books and accounts to any Officer or Director of the Corporation and shall perform all duties incident to the position of Treasurer subject to the control of the Board of Directors, and shall when required, give such security for the faithful performance of his or her duties as the Board of Directors may determine. The Treasurer shall be responsible for all tax and legal filings required by the Internal Revenue Service and the laws of the District of Columbia and the United States of America.

Article VII: Miscellaneous

Section 7.01 Indemnification.

To the fullest extent permitted by the laws of the District of Columbia, as those laws presently exist or hereafter may be amended, the Corporation shall (a) indemnify any person (including the estate of any person) who 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, by reason of the fact that such person is or was a Director, Officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses, including reasonable attorneys’ fees, judgments, fines, and amounts paid in settlement (except judgments, fines, and amounts paid in settlement in connection with an action or suit by or in the right of the Corporation) actually and reasonably incurred by such person in connection with such action, suit, or proceeding and (b) pay expenses incurred by any Director, officer, employee, or agent in defending a civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding. The indemnification provided herein shall not be deemed to be exclusive of any other rights to which persons seeking indemnification may be entitled under any agreement or vote of disinterested Directors, including rights under any insurance policy that may be purchased by the Corporation to the extent permitted by the laws of the District of Columbia as they presently exist or hereafter may be amended.

Section 7.02 Calendar Year.

The Corporation shall operate on a calendar year unless otherwise determined by the Board.

Section 7.03 Contracts, Checks, Notes, Etc.

All contracts and agreements authorized by the Board and all notes, drafts, checks, acceptances, orders for the payment of money, and negotiable instruments obligating the Corporation for the payment of money shall be signed by at least one officer of the Corporation or by such other number of officers or employees as the Board may from time to time direct. All cash donations collected for the Corporation shall be counted by at least two Board Members and the names of the board members shall be recorded with the collected sum on the subsequent Treasurer’s Report.

Section 7.04 Deposits.

All funds of the Corporation not otherwise employed shall be deposited promptly to the credit of the Corporation in such banks, trust companies, or other depositories as the Board or, if authorized by the Board to do so, the Treasurer may direct. For the purpose of making such deposit, any checks, drafts, and other orders for the payment of money that are payable to the Corporation may be endorsed , assigned, and delivered by any officer of the Corporation or in such manner as may from time to time be determined by resolution of the Board. At all times, both the Treasurer and the President must have authorized access to all financial accounts held by the Corporation at banks, trust companies and other depositories.

Section 7.05 Loans.

No loans shall be contracted for or on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board. Such authority may be general or may be confined to specific instances. No loans shall be made by the Corporation to its Directors or Officers.

Section 7.06. Amendments.

The Articles of Incorporation and Bylaws may be altered, amended, or repealed and new Bylaws may be adopted following the affirmative vote of two-thirds of the entire Board at any regular or special Board meeting, provided that prior notice thereof has been given to all Directors in accordance with the notice provisions provided herein. Notwithstanding the foregoing, bylaw amendments that by law require member approval may be adopted following the affirmative vote of two-thirds of both the entire Board and then of the Members present at any regular or special membership meeting, provided that prior notice thereof has been given to all Directors or Members in accordance with the notice provisions provided herein.

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The foregoing Amended and Restated Bylaws were unanimously approved by the Corporation’s Board of Directors on March 9, 2022 and then approved and duly adopted by the Members of this Corporation via online balloting from March 11 to 13, 2022.

/s/ Adam Savit

Adam Savit, President

March 14, 2022

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