BYLAWS

OF THE
ASSOCIATION OF BOSNIACS OF DELAWARE VALLEY, INC.
(a New Jersey nonprofit corporation)

ADOPTED _____________________

ARTICLE I
GENERAL

1.1 Name. The name of the Corporation is the “Association of Bosniacs of Delaware

Valley, Inc.” (hereinafter the “Corporation”).

1.2 Registered Office. The registered office of the Corporation in New Jersey shall

be at the place designated in the Certificate of Incorporation, or at such place within New Jersey

as the Board of Trustees from time to time determine.

1.3 Other Offices. The Corporation may also have offices at such other places within

and without New Jersey as the Board of Trustees may from time to time determine, or the

activities of the Corporation may require.

1.4 Corporate Seal. The corporate seal shall have inscribed thereon the name of the

Corporation, the year of its incorporation and the words “Corporate Seal – New Jersey.” Such

seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner

reproduced.

1.5 Purposes. The purpose of the Corporation is to facilitate socialization, mutual

support, and preservation of traditional cultural and religious values of Bosniacs in the Greater

Delaware Valley region.

1.6 Code of ethics. The Corporation will adhere to the Islamic code of ethics.

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 ARTICLE II
MEMBERSHIP

2.1 Membership. The Corporation will have three type of members: Registered,

Unregistered and Friends of the Association.

2.2 Registered Members: Registered members all families which have paid their

membership dues of the Corporation as defined by the Executive Board. To

become a registered member at least one member of the family must be ethnic

Bosniac. Registered members have the right to vote in the General Assembly of

the Association as well to enjoy all other services provided by the Association.

2.3 Unregistered Members: Unregistered members are all direct descendants (i.e.

son, daughter, grand son, grand daughter, great grand son etc.) and direct

ancestors (i.e. father, mother, grand mother, grand father, great grand father etc.)

of the registered members of the Corporation. Other than voting powers in the

General Assembly, Unregistered Members have same privileges as Registered

Members

2.4 Friends of the Association: Friend(s) of the Association is the honorary title

given to individuals, families or other groups, associations and corporations by

the Executive Board. Friends of the Association do not have to pay any

Association dues – whereas they can enjoy some privileges of the registered

members upon approval of the Executive Board.

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 ARTICLE III
BOARD OF TRUSTEES

3.1 General Powers:

The Board of Trustees has right with majority vote to:

- overrule any decision made by the Executive Board,

- to abolish the Executive Board

- to call for a meeting of the General Assembly of the Association

- and to end the Association

The business and affairs of the Corporation shall be managed by the Executive

Board, however all powers of the Corporation are hereby granted to and vested in the Board of

Trustees, except as otherwise provided in these Bylaws, the Certificate of Incorporation or by the

laws of New Jersey.

3.2 Number, Qualifications, Election and Term of Office.

The Board of Trustees shall consist of not less than three (3) nor more than fifteen

(15) Trustees who shall be natural persons of full age (collectively, “Board,” “Board of

Trustees,” “Trustees,” individually, “Trustee”). Initially, the number of Trustees shall be fixed

by the Incorporators, and thereafter it shall be such number as shall have been last specified by

resolution (if any) of the Board. Trustees should have an ability to participate effectively in

fulfilling the responsibilities of the Board of Trustees. Trustees need not be residents of New

Jersey.

The Trustees shall be elected by the unanimous vote of the Board. Nothing

contained herein shall prevent any Trustee from being elected to any number of successive terms

nor shall anything contained herein prevent any Trustee from nominating and voting for herself

(or himself) as a successor Trustee. Initially, the term of the Trustees shall be fixed by the

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Incorporators, and thereafter Trustees shall be elected by the Board of Trustees for terms of two

(2) years or until their successors are duly selected and qualified, and the terms of Trustees may

be staggered so that a portion of the Board is elected every year or every two years.

3.3 Vacancies. Vacancies in the Board of Trustees, including vacancies resulting

from an increase in the authorized number of Trustees, shall be filled by election by a majority of

the remaining members of the Board of Trustees, even if the number remaining on the Board is

less than a quorum. Any Trustee so elected shall serve for the balance of the unexpired term to

which she or he is elected.

3.4 Place of Meetings. The meetings of the Board of Trustees may be held at such

place within or without New Jersey as a majority of the Trustees may from time to time by

resolution determine, or as may be designated in the notice or waiver of notice of a particular

meeting. In the absence of specification, such meetings shall be held at the registered office of

the Corporation.

3.5 Annual Meeting. An annual meeting of the Board of Trustees shall be held each

year, at such time as the Board may by resolution determine, for the purpose of electing Trustees

and Officers and the transaction of such other business as may be properly brought before the

meeting.

3.6 Regular Meetings. Regular meetings of the Board of Trustees may be held at

such times as the Board may by resolution determine but not less often than once each calendar

year. If any day fixed for a regular meeting shall be a legal holiday, then the meeting shall be

held at the same hour and place on the next succeeding business day.

3.7 Special Meetings. Special meetings of the Board of Trustees may be called at

any time by the President, or upon the written request of twenty-five (25) percent or more of the

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Trustees delivered to the Secretary. Any such request by the Trustees shall state the time and

place of the proposed meeting, and upon receipt of such request it shall be the duty of the

Secretary to issue the call for such meeting promptly. If the Secretary shall neglect to issue such

call, the Trustees making the request may issue the call.

3.8 Quorum. A majority of the total number of the whole Board of Trustees shall

constitute a quorum at all meetings of the Board of Trustees. In the event one or more of the

Trustees shall be disqualified to vote at any meeting, then the required quorum shall be reduced

by one for each such Trustee so disqualified; provided, however, that in no case shall less than

one-third (1/3) of the number so fixed constitute a quorum. If a quorum shall not be present at

any meeting of the Board of Trustees, the Trustees present thereat may adjourn the meeting from

time to time, without notice, other than an announcement at the meeting, until a quorum shall be

present.

3.9 Notices
. The Board or the Executive Director may give notice of a schedule of regular meetings

and an annual meeting under Sections 3.6 and 3.7 for a period of no more than one year, and no

other notice need be given of meetings which conform to the schedule. In all other instances,

written notice of all regular or annual meetings shall be given at least five (5) days in advance.

Special meetings of the Board shall be preceded by at least 48 hours written notice of the date,

time and place of the meeting. Notice of special meetings shall state the general nature of the

business to be transacted at the meeting. See Article VII on form and waiver of notice.

3.10 Action by Trustees in Lieu of a Meeting. Unless otherwise restricted by the

Certificate of Incorporation, any action required or permitted to be taken at any meeting of the

Board of Trustees or any committee thereof may be taken without a meeting, if all members of

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the Board or committee, as the case may be, consent thereto in writing, and the writing or

writings are filed with the minutes of the proceeding of the Board or committee.

3.11 Compensation of Trustees. Trustees may be paid such compensation for their

services and such reimbursement for expenses of attendance at meetings as the Board of Trustees

may from time to time determine. No such payment shall preclude any Trustee from serving the

Corporation in any other capacity and receiving compensation therefore.

3.12 Committees. The Board of Trustees may establish one or more standing or

special committees, including, without limitation, an executive committee. Except as otherwise

provided in these Bylaws, the Certificate of Incorporation, or applicable law, any committee may

exercise such powers and functions as the Board of Trustees may from time to time determine.

Except as the Board may otherwise determine, the President shall appoint all

committee members and committee chairpersons and may appoint alternates for any member or

chairperson of any committee. All members of the executive committee, if any, shall be

Trustees. All other committees shall have at least one Trustee as a member.

3.13 Resignation of Trustees. A Trustee may resign at any time by giving written

notice to the President or to the Secretary of the Corporation. Such resignation shall take effect

on the date of receipt or at any later time specified in it.

ARTICLE IV
EXECUTIVE BOARD

4.1 The Executive Board. The members of the Executive Board of the Corporation

shall be natural persons of full age, and there shall be a President, a Secretary, a Treasurer, a Vice

President, Assistant Secretary a Assistant Treasurer, and one more member all of whom shall be

Registered Members of the Association – or in total the seven members.. In the event that the
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Executive Board shall resign or will not exist the role of the executive Board will be taken over

by the Board of Trustees.

In addition to the powers and duties prescribed by these Bylaws, the Executive Board

shall have such authority and shall perform such duties as from time to time shall be prescribed

by the Board of Trustees. The Board of Trustees may add to the corporate title of any officer

(other than the President) a functional title in word or words descriptive of her (or his) powers or

the general character of her (or his) duties.

4.2 Selection. The Executive Board will be elected biannually at a regular meeting of

the General Assembly and it will serve for a term of two year. The new Executive Board will be

proposed by the old Executive Board. The Registered Members will have the right to propose

alternative candidates. In the case that the Registered Members do not propose any new

candidates the whole board shall be elected by acclamation. In the case that there is a more than

one candidate for the post, such candidates will be elected by a ballot whilst the rest will be

elected by acclamation. Any vacancy in any office shall be filled by the Executive Board.

4.3 Duties and Functions. The President shall be the chief executive officer of the

Corporation and the officers shall otherwise have and exercise such duties and functions as

usually attach to their offices, with such additional duties and functions and subject to such

limitations as may be provided in these Bylaws or established by the Board of Trustees.

Assistant officers shall perform such functions and have such responsibilities as the Board of

Trustees may determine.

4.4 Salaries. The salaries, if any, of all officers of the Corporation shall be fixed by

the Board of Trustees or by authority conferred by resolution of the Board. The Board also may

fix the salaries or other compensation of assistant officers, agents and employees of the

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Corporation, but in the absence of such action, this function shall be performed by the President

or by others under the supervision of the President.

4.5 Term. The Executive Board of the Corporation shall hold office for a term of two

(2) year, commencing on January 1 of the year following the annual meeting at which such

officer is elected, or as specified in the resolution electing or appointing such officer and until

their successors are chosen and have qualified, unless they are sooner removed from office as

provided by these Bylaws.

4.6 Vacancies. If the office of any officer or assistant officer becomes vacant, the

vacancy shall be filled by the Trustees in the manner set forth in these Bylaws. The elected

officer shall fill the unexpired portion of the term to which she or he is elected.

4.7 Agents or Employees. The Board of Trustees may by resolution designate the

officer or officers who shall have authority to appoint such agents or employees as the needs of

the Corporation may require. In the absence of such designation, this function may be performed

by the President and may be delegated by the President to others in whole or in part.

4.8 Removal of Officers, Agents or Employees. Any officer, agent or employee of

the Corporation may be removed or her (or his) authority revoked by resolution of the Board of

Trustees, or in such manner as may be determined by resolutions of the Board of Trustees,

whenever in its judgment the best interests of the Corporation will be served thereby, but such

removal or revocation shall be without prejudice to the contract rights, if any, of the person so

removed. Any agent or employee of the Corporation likewise may be removed by the President

or, subject to the supervision of the President, by the person having authority with respect to the

appointment of such agent or employee.

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 4.9 President; Powers and Duties. The President shall be the chief executive officer

of the Corporation. The President shall have general charge and supervision of the business of

the Corporation and shall exercise or perform all the powers and duties usually incident to the

office of the President. The President shall preside at all meetings of the Board of Trustees. The

President shall from time to time make or cause to be made such reports of the affairs of the

Corporation as the Board may require. The President shall be responsible to the Board of

Trustees for the application and implementation of policies adopted by the Board of Trustees.

4.10 Vice Presidents; Powers and Duties. The First Vice President, shall, in the

absence or disability of the President, perform the duties and exercise the powers of the

President; and if there be more than one Vice President, their seniority in performing such duties

and exercising such powers shall be determined by the Board of Trustees or, in default of such

determination, by the order in which they were first elected. Each Vice President also shall have

such powers and perform such duties as may be assigned to her (or him) by the Board of

Trustees.

4.11 Secretary; Powers and Duties. The Secretary shall attend all sessions of the

Board and record all the votes and minutes thereof in books to be kept for that purpose; and shall

perform like duties for the Executive Committee of the Board of Trustees when required. She or

he shall give, or cause to be given, notice of all meetings of the Board of Trustees, and shall

perform such other duties as may be prescribed by the Board or by the President. She or he shall

keep in safe custody the corporate seal of the Corporation, and may affix the same to any

instrument requiring it and attest the same.

4.12 Treasurer; Powers and Duties. The Treasurer shall be the chief financial officer

and shall cause full and accurate accounts of receipts and disbursements to be kept in books

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belonging to the Corporation. She or he shall see to the deposit of all moneys and other valuable

effects in the name and to the credit of the Corporation in such depository or depositories as may

be designated by the Board of Trustees, subject to disbursement or disposition upon orders

signed in such manner as the Board of Trustees shall prescribe. She or he shall render to the

President and to the Trustees, at the regular meetings of the Board or whenever the President or

the Board may require it, an account of all her (or his) transactions as Treasurer and of the results

of operations and financial condition of the Corporation. She or he shall see that an annual audit

of the Corporation's books and records is performed by an auditor selected by the Board. If

required by the Board, the Treasurer shall give the Corporation a bond in such sum and with such

surety or sureties as may be satisfactory to the Board for the faithful discharge of the duties of

her (or his) office, and for the restoration to the Corporation, in case of her (or his) death,

resignation, retirement or removal from office, of all books, records, money and other property

of whatever kind in her (or his) possession or under her (or his) control belonging to the

Corporation.

4.13 Delegation of Officers' Duties. Any officer may delegate duties to her (or his)

duly elected or appointed assistant (if any); and in case of the absence of any officer or assistant

officer of the Corporation, or for any other reason that the Board of Trustees may deem

sufficient, the Board may delegate or authorize the delegation of her (or his) powers or duties, for

the time being, to any person.

4.14 Executive Director. The Executive Director shall be appointed by the Board of

Trustees. The Executive Director shall be accountable to the Board of Trustees and subject to the

direction of the President and shall perform the duties and functions as may be prescribed from

time to time by the Board of Trustees. The Executive Director shall prepare, from time to time,

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but at least once each calendar quarter, a report of the operations of the Corporation for

presentation to the Board of Trustees. The Executive Director shall be a voting member of the

Board of Trustees and an ex officio voting member of all standing committees.

ARTICLE V
CONTRACTS, LOANS, CHECKS, GIFTS AND DEPOSITS

5.1 Contracts. The President is authorized to, and the Board of Trustees may

authorize any other officer or agent of the Corporation, in addition to the officers so authorized

by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of

and on behalf of the Corporation, and such authority may be general or confined to specific

instances.

5.2 Borrowing. No loan shall be contracted on behalf of the Corporation, and no

evidence of indebtedness shall be issued in its name unless authorized by Resolution of the

Board of Trustees. Such authorization may be general or confined to specific instances.

5.3 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of

money, notes or other evidences of indebtedness issued in the name of the Corporation shall be

signed by such officer or officer’s agent or agents of the Corporation as in such manner as shall

from time to time be determined by Resolution of the Board of Trustees.

5.4 Deposits. All funds to the Corporation shall be deposited from time to time to the

credit of the Corporation in such banks, trust companies or other depositories as the Board of

Trustees may select.

5.5 Gifts. The Board of Trustees may accept on behalf of the Corporation any

contribution, gift, bequest or devise or any other means or manner of giving unto the Corporation

assets for the general purposes or for specific purposes of the Corporation. The Board of

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Trustees shall consider, prior to the acceptance of any gift, contribution, bequest or devise,

whether the same or any condition attached to the same would be in conflict with the general

purposes and furtherance of the Corporation, and its purposes and the Board may determine to

decline or disclaim any such gift, bequest or devise or contribution when same is not within the

general and specific purview and purpose of the Corporation or it is for a specific purpose but is

in a sum less than the amount required to finance that specific purpose; subject, however, to the

Board’s authority to accept the same, although in insufficient amount, and to determine, within

the Corporation’s purpose, to add or secure other assets in furtherance of the specific gift

purpose. Should there be a question as to the purpose or timeliness of the gift as being

incompatible with the ideals, objectives and programs of this Corporation or when the

conditions, limitations or purposes of a particular gift are deemed to be unacceptable, the Board

of Trustees is authorized to negotiate, with the donor, changes in the contribution, gift, bequest or

devise, or to decline or disclaim such contribution, gift, bequest or devise.

ARTICLE VI
CONFLICT OF INTEREST

6.1 Purpose. The purpose of the Conflict of Interest policy is to protect the

Corporation’s interest when it is contemplating entering into a transaction or arrangement that

might benefit the private interest of an officer or Trustee of the Corporation. This policy is

included to supplement but not replace applicable state laws governing conflicts of interest

applied to nonprofit and charitable corporations.

6.2 Definitions.

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 “Interested Person.” Any Trustee, officer or member of a committee with Board-

delegated powers who has a direct or indirect Financial Interest, as defined below, is an

Interested Person.

“Financial Interest.” A person has a Financial Interest if the person has, directly

or indirectly, through business, investment or family:

(a) a thirty-five percent (35%) ownership or investment interest in any entity

with which the Corporation has a transaction or arrangement; or

(b) a compensation arrangement with the Corporation or with any entity or

individual with which the Corporation has a transaction or arrangement; or

(c) a potential ownership or investment interest in (as described in

subparagraph (a) of this definition of “Financial Interest”), or compensation arrangement with,

any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors

that are substantial in nature.

A Financial Interest is not necessarily a conflict of interest. Under Section 6.3(b),

a person who has a Financial Interest may have a conflict of interest only if the Board of Trustees

or appropriate committee decides that a conflict of interest exists.

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 6.3 Procedures.

(a) Duty to Disclose. In connection with any actual or possible conflicts of

interest, an Interested Person must disclose the existence of her (or his) Financial Interest and all

material facts to the Trustees and members of committees with board delegated powers

considering the proposed transaction or arrangement.

(b) Determining Whether a Conflict of Interest Exists. After disclosure of the

Financial Interest and all material facts, and after any discussion with the Interested Person, she

or he shall leave the Board or committee meeting while the determination of a conflict is

discussed and voted upon. The remaining disinterested Trustees or committee members shall

decide if a conflict of interest exists.

(c) Procedures for Addressing the Conflict of Interest.

An Interested Person may make a presentation at the Board of Trustees or

committee meeting, but after such presentation, she or he shall leave the meeting during the

discussion of, and the vote on, the transaction or arrangement that results in the conflict of

interest.

The Chairperson of the Board of Trustees or committee shall, if appropriate,

appoint a disinterested person or committee to investigate alternatives to the proposed transaction

or arrangement.

After exercising due diligence, the Board of Trustees or committee shall

determine whether the Corporation can obtain a more advantageous transaction or arrangement

with reasonable efforts from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably attainable

under circumstances that would not give rise to a conflict of interest, the Board of Trustees or

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committee shall determine by a majority vote of the disinterested Trustees whether the

transaction or arrangement is in the Corporation's best interest and for its own benefit and

whether the transaction is fair and reasonable to the Corporation and shall make its decision as to

whether to enter into the transaction or arrangement in conformity with such determination.

6.4 Violations of the Conflicts of Interest Policy.

If the Board of Trustees or committee has reasonable cause to believe that a

Trustee, officer or member of a committee with Board-delegated powers has failed to disclose

actual or possible conflicts of interest, it shall inform such person of the basis for such belief and

afford such person an opportunity to explain the alleged failure to disclose.

If, after hearing the response of any such Trustees, officer or member of a

committee with Board-delegated powers, and making such further investigation as may be

warranted in the circumstances, the Board of Trustees or committee determines that such person

has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate

disciplinary and corrective action.

6.5 Records of Proceedings. The minutes of the Board of Trustees and all

committees with Board-delegated powers shall contain:

(a) Conclusions. The names of the persons who disclosed or otherwise were

found to have a Financial Interest in connection with an actual or possible conflict of interest, the

nature of the Financial Interest, any action taken to determine whether a conflict of interest was

present, and the Board's or committee's decision as to whether a conflict of interest in fact

existed.

(b) Persons Present. The names of the persons who were present for

discussions and votes relating to the transaction or arrangement, the content of the discussion,

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including any alternatives to the proposed transaction or arrangement, and a record of any votes

taken in connection therewith.

6.6 Compensation.

(a) A voting member of the Board of Trustees who receives compensation,

directly or indirectly, from the Corporation for services is precluded from voting on matters

pertaining to that member’s compensation.

(b) A voting member of any committee whose jurisdiction includes

compensation matters and who receives compensation, directly or indirectly, from the

Corporation for services is precluded from voting on matters pertaining to that member’s

compensation.

6.7 Annual Statements. Each Trustee, officer and member of a committee with

Board-delegated powers shall annually sign a statement which affirms that such person:

(a) has received a copy of the conflicts of interest policy;

(b) has read and understands the policy;

(c) has agreed to comply with the policy; and

(d) understands that the Corporation is a charitable organization and that in

order to maintain its federal tax exemption it must engage primarily in activities which

accomplish one or more of its tax-exempt purposes.

6.8 Periodic Reviews. To ensure that the Corporation operates in a manner

consistent with its nonprofit purposes and that it does not engage in activities that could

jeopardize its status as an organization exempt from federal income tax or subject any individual

to excise tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum,

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include whether compensation arrangements and benefits are reasonable and are the result of

arms-length bargaining.

6.9 Use of Outside Experts. In conducting the periodic reviews provided for in

Section 7.8, the Corporation may, but need not, use outside advisors. If outside experts are used

their use shall not relieve the Board of Trustees of its responsibility for ensuring that periodic

reviews are conducted.

ARTICLE VII
NOTICES

7.1 Form of Notice. Whenever written notice is required or permitted, by these

Bylaws or otherwise, to be given to any person or entity, it may be given either personally or by

sending a copy thereof by first class mail, postage prepaid, or by telegram, charges prepaid, or by

overnight express delivery service, charges prepaid, to the address of the appropriate person or

entity as it appears on the books of the corporation or by telecopier to the appropriate number. If

the notice is sent by mail or telegraph or overnight express delivery, it shall be deemed to have

been given when deposited in the United States Mail or with a telegraph office for transmission

or delivered to the overnight express delivery service. If the notice is sent by telecopier, it shall

be deemed to have been given when confirmation by the recipient is received by the sender.

7.2 Waiver of Notice. Whenever a written notice is required, by these Bylaws or

otherwise, a waiver of such notice in writing, signed by the person or persons or on behalf of the

entity or entities entitled to receive the notice shall be deemed equivalent to the giving of such

notice, whether the waiver is signed before or after the time required for such notice. Except as

otherwise required by law, the waiver of notice need not state the business to be transacted at nor

the purpose of the meeting, except that the waiver of notice of a special meeting of the Board of

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Trustees shall specify the general nature of the business to be transacted at the meeting.

Attendance at any meeting shall constitute waiver of notice of such meeting, except where a

person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to

the transaction of business because the meeting was not called or convened upon proper notice.

ARTICLE VIII
DISSOLUTION

8.1 Dissolution. In the event of dissolution or winding-up of the Corporation, the

Corporation's assets, after all debts and expenses have been paid or provided for, shall be

distributed exclusively to charitable, religious, scientific, literary, or educational organizations

which would then qualify under the provisions of Section 501(c)(3) of the Code.

ARTICLE IX
LIMITATION OF LIABILITY AND INDEMNIFICATION

9.1 Third Party Actions. The Corporation shall indemnify 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 (other than an action by or in

the right of the Corporation) by reason of the fact that the person is or was a Trustee or officer of

the Corporation, or is or was serving at the request of the Corporation as a Trustee, officer or

representative of another Corporation, partnership, joint venture, trust or other enterprise, against

expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually

and reasonably incurred by the person in connection with such threatened, pending or completed

action, suit or proceeding.

9.2 Derivative Actions. The Corporation shall indemnify any person who was or is a

party or is threatened to be made a party to any threatened, pending or completed action or suit
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by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that

the person is or was an employee, Trustee or officer of the Corporation, or is or was serving at

the request of the Corporation as a Trustee, officer or representative of another Corporation,

partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees),

judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person

in connection with such threatened, pending or completed action or suit.

9.3 Procedure for Effecting Indemnification. Indemnification under Sections 9.01

or 9.02 shall be automatic and shall not require any determination that indemnification is proper,

except that no indemnification shall be made in any case where the act or failure to act giving

rise to the claim for indemnification is determined by a court to have constituted willful

misconduct or recklessness.

9.4 Advancing Expenses. Expenses incurred by a person entitled to be indemnified

under this Article shall be paid by the Corporation in advance of the final disposition of any

action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay

such amount if it shall ultimately be determined by a court of competent jurisdiction that she or

he is not entitled to be indemnified by the Corporation.

9.5 Indemnification of Employees, Agents and Other Representatives. The

Corporation may, at the discretion and to the extent determined by the Board of Trustees of the

Corporation, (i) indemnify any person who neither is nor was a Trustee or officer of the

Corporation but who is or was 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 (and whether brought by or in the right of the Corporation), by reason of the fact

that the person is or was an employee, agent or other representative of the Corporation, against

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expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually

and reasonably incurred by the person in connection with such threatened, pending or completed

action, suit or proceeding and (ii) pay such expenses in advance of the final disposition of such

action, suit or proceeding, upon receipt of an undertaking of the kind described in Section 9.4.

9.6 Rights to Indemnification. Any amendment or modification of these Bylaws

that has the effect of limiting a person's rights to indemnification with respect to any act or

failure to act occurring prior to the date of adoption of such amendment or modification shall not

be effective as to that person unless she or he consents in writing to be bound by the amendment

or modification. The indemnification and advancement of expenses provided by or granted

pursuant to these Bylaws to a person shall inure to the benefit of the heirs, executors and

administrators of such person.

ARTICLE X
MISCELLANEOUS

10.1 Corporate Records. The Corporation shall keep a record of the proceedings of

the Board of Trustees, a copy of the Bylaws, and all amendments thereto, certified by the

Secretary and appropriate, complete and accurate books and records of accounts, which records

shall be kept at either the registered office of the Corporation and/or at such other reasonably

accessible place as the Secretary may determine.

10.2 Fiscal Year. The fiscal year of the Corporation shall be as the Board of Trustees

may determine.

10.3 Execution of Written Instruments. After authorization in the manner provided

by law or in these Bylaws, all contracts, deeds, mortgages, obligations, documents and

instruments, whether or not requiring a seal, may be executed by the President and attested by

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the Secretary or the Treasurer or an Assistant Secretary or Assistant Treasurer, if any, or may be

executed or attested, or both, by such other person or persons as may be specifically designated

by resolution of the Board of Trustees. All checks, notes, drafts and orders for the payment of

money shall be signed by such one or more officers or agents as the Board of Trustees may from

time to time designate.

10.4 Telecommunications. One or more persons may participate in a meeting of the

Board, or a committee of the Board, by means of conference telephone or similar

communications equipment by means of which all persons participating in the meeting can hear

each other. Participation in a meeting pursuant to this Section shall constitute presence in person

at such a meeting.

ARTICLE XI
AMENDMENT OF BYLAWS

11.1 Amendments. These Bylaws may be altered, amended, supplemented or

repealed by a majority vote of the members of the Board of Trustees at any regular or special

meeting duly convened after notice to the Trustees for that purpose; or by unanimous written

consent or consents of all Trustees without a meeting.

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