AMENDED BYLAWS

OF

NORTH HOUSTON TEA PARTY PATRIOTS, INC.

Adopted:  June 23, 2010

ARTICLE ONE

NAME, PURPOSES, POWERS AND OFFICES

Section 1.1.  Name.  The name of this corporation (the “Corporation”) is North Houston Tea Party Patriots, Inc.

Section 1.2.  Purposes.  The Corporation is organized and shall be operated exclusively for the promotion of social welfare within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Regulations as promulgated under the Code as they now exist or as they may hereafter be amended (the “Regulations”).  All references to any section of the Code shall imply a reference to the Regulations promulgated thereunder. Within the scope of the foregoing purposes, the Corporation is organized and shall be operated to advocate for limited government, fiscal responsibility in government and adherence to the federal and state constitution in order to further the common good and to promote the general welfare in the State of Texas and the United States of America.  The assets and properties of the Corporation are hereby pledged for use in performing its exempt functions.

Section 1.3. Powers.  The Corporation is a nonprofit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in the Texas Business Organizations Code applicable to nonprofit corporations; provided, however, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as an organization that is exempt from federal income tax as an organization described in Section 501(c)(4) of the Code.

Section 1.4.  Offices.  The Corporation may have, in addition to its registered office, offices at such places, both within and without the State of Texas, as the Board of Directors may from time to time determine or as the activities of the Corporation may require.

ARTICLE TWO

BOARD OF DIRECTORS

Section 2.1.  General Powers; Delegation.  The activities, property and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by statute, by the Certificate of Formation or by these Bylaws.  The Board shall be composed of people who are independent of the daily operations of the Corporation, with the exception of the Program Director, who shall be a voting member of the Board.

Section 2.2.  Number and Qualifications.  The Board of Directors of the Corporation shall consist of an odd number of directors as shall be determined from time to time by resolution of the Board of Directors; provided, that at no time shall the number of directors be less than three (3) and no more than nine (9), and no decrease in number shall have the effect of shortening the term of any incumbent director. The Program Director elected by the Board shall be a voting member of the Board but the Treasurer and Secretary shall be non-voting members of the Board. A Chairman and Vice Chairman of the Board shall be elected by the newly-elected Board of Directors at the Annual Meeting.  The Chairman shall conduct all meetings and the Vice Chairman shall conduct meetings in the absence of the Chairman.

Section 2.3.  Election and Term of Office.  The initial directors shall be those persons named and designated as such in the Certificate of Formation of the Corporation.  Each of the initial directors shall hold office until the conclusion of the first annual meeting of the Board of Directors of the Corporation, and until his or her successor is chosen and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office.  Thereafter, the directors of the Corporation shall be elected at the annual meeting of the Board of Directors each year.  A director may be re-elected to any number of consecutive terms.

Section 2.4.  Filling of Vacancies.  Any vacancy occurring in the Board of Directors resulting from the death, resignation, retirement, disqualification or removal from office of any director or as the result of an increase in the number of directors shall be filled by the affirmative vote of a majority of the remaining directors at any meeting thereof.  Any director elected or appointed to fill a vacancy shall hold office until the expiration of the term of the vacating director.

Section 2.5.  Removal.  Any director may be removed, either with or without cause, at any meeting of the Board of Directors by the affirmative vote of two-thirds   of the number of directors then in office, if notice of the intention to act upon such matter shall have been given in the notice of such meeting.

Section 2.6.  Place of Meetings.  Meetings of the Board of Directors shall be held at such places, within or without the State of Texas, as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.

Section 2.7.  Meetings.  Regular meetings of the Board of Directors shall be held at such times as are fixed by resolution of the Board. Special meetings may be held at any time upon call of the Chairman of the Board, or any two voting (2) directors, upon notice of at least five (5) days prior to the day of the meeting.   Notice need not be given for a regular meeting of the Board of Directors held at a time fixed by a resolution of the Board of Directors, nor need notice be given of adjourned meetings. Meetings may be held at any time without notice, if all directors are present, or if before or after the meeting, those not present waive such notice in writing. Notice of a meeting of the Board of Directors need not state the purpose, nor the business to be transacted at such meeting, except as provided under Section 2.5 of these Bylaws.

Section 2.8. Transparent Operation. Basic financial and organizational information about the Corporation shall be distributed to the membership. The Board of Directors shall see that the Corporation’s Code of Ethics, the Conflict of Interest Policy, the Articles of Incorporation (or other organizing document), and Bylaws are available and accessible to the Corporation’s membership by placing these items on the Corporation’s website.

Section 2.9.  Code of Ethics & Conflict of Interest Policy. One or more Code(s) of Ethics & Conflict of Interest Polic(ies) (“Code”) shall be proposed and adopted by the Board of Directors. The Code, at a minimum, shall include the Corporation’s mission statement, shall set forth the code of ethical conduct for the corporation’s Directors, Officers, and Committee Chairpersons, and shall define conflicts of interest for these individuals. The Board of Directors, Officers and Committee chairpersons shall be required to sign an annual statement affirming that they have read, understood, and agree to comply with the Code of Ethics.  An officer or director of a political action committee (PAC) shall be considered conflicted and ineligible for board membership. Any Director or Officer of the Corporation that becomes an officer or director of a PAC shall immediately resign their position in the Corporation. An officer or director who is weighing a candidacy for a public office may also have a conflict of interest and may be required to resign.  Any officer or director who files for candidacy for public office shall be required to resign.

Section 2.10.  Quorum and Manner of Acting.  At all meetings of the Board of Directors, the presence of a majority of the number of directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statute, by the Certificate of Formation or by these Bylaws.  Directors present by proxy may not be counted toward a quorum.  The act of a majority of the voting directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by statute, by the Certificate of Formation or by these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board.  A director may vote in person or by proxy executed in writing by the director.  No proxy shall be valid after three (3) months from the date of its execution.  Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law.  If a quorum shall not be present at any meeting of the directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened.

Section 2.11.  No Compensation.  Directors may not receive compensation for their services as directors or as members of a standing or special committee of the Board, but may receive reimbursement for expenses incurred on behalf of the Corporation or in attending meetings of the Board of Directors (if, and to the extent, authorized by a resolution adopted by the directors) and may receive compensation for serving the Corporation in any other capacity (if, and to the extent, authorized by a resolution adopted by the directors).

Section 2.12.   Relatives. At no time shall more than one immediate family member (e.g. father, son, mother, daughter, sister, brother) be members of the Board of Directors.

ARTICLE THREE

COMMITTEES

Section 3.1.  General.  The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees which to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; amending or restating the Certificate of Formation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repeated by such committee.  Any such committee shall consist of two (2) or more directors and shall report results of committee efforts to the Board.  The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on the Board or such director by law.

Section 3.2.  Advisory Boards or Committees.  Advisory boards or committees not having and exercising the authority, responsibility or duties of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by the directors.  Except as otherwise provided in such resolution, members of each such advisory board or committee need not be directors of the Corporation.  The Board of Directors shall appoint the members of such advisory boards or committees.  Any member thereof may be removed by the Board of Directors whenever in the Board’s judgment the best interests of the Corporation shall be served by such removal. Advisory Committees may include, but are not limited to: Events, Website, Fundraising, Advertising, Volunteers & Public Relations.

Section 3.3.  Term of Office.  Each member of any committee of directors or advisory board or committee created pursuant to this Article Three shall continue as such until the next annual meeting of the directors of the Corporation and until such member’s successor is appointed, unless the board or committee is sooner terminated, or unless such member is removed from such board or committee or shall cease to qualify as a member thereof.

Section 3.4.  Chair.  Unless otherwise designated by these Bylaws, one or more members of each director committee or advisory board or committee created pursuant to this Article Three shall be appointed chair, or co-chair, by the person or persons authorized to appoint the members thereof.

Section 3.5.  Vacancies.  Vacancies in the membership of any committee of directors or advisory board or committee created pursuant to this Article Three may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 3.6.  Quorum; Manner of Acting.  Unless otherwise provided in the resolution of the Board of Directors designating a committee of directors or advisory board or committee created pursuant to this Article Three, a majority of the whole board or committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the board or committee.

Section 3.7.  Rules.  Each committee of directors or advisory board or committee created pursuant to this Article Three may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE FOUR

NOTICES

Section 4.1.  Manner of Giving Notice.  Whenever, under the provisions of any statute, the Certificate of Formation or these Bylaws, notice is required to be given to any director or committee member of the Corporation, and no provision is made as to how such notice shall be given, it shall not be construed to require personal notice, but any such notice may be given in writing by hand delivery, by facsimile transmission, by electronic mail or other electronic communication if permitted by the Texas Business Organizations Code, or by mail, postage prepaid, addressed to the director or committee member at such person’s address as it appears on the records of the Corporation.  Any notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same shall be thus deposited in the United States mails, as aforesaid.  Any notice required or permitted to be given by facsimile or electronic transmission shall be deemed to be given upon successful transmission of such facsimile or electronic message.

Section 4.2.  Waiver of Notice.  Whenever any notice is required to be given to any director or committee member of the Corporation under the provisions of any statute, the Certificate of Formation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE FIVE

OFFICERS, EMPLOYEES AND AGENTS:

POWERS AND DUTIES

Section 5.1.  Elected Officers.  The elected officers of the Corporation shall include a Program Director, a Secretary, a Treasurer, and may include one or more Assistants, as may be determined from time to time by the Board (and in the case of any such  Assistants, with such descriptive title, if any, as the Board shall deem appropriate).

Section 5.2.  Election.  So far as is practicable, all elected officers shall be elected by the Board of Directors at each annual meeting thereof.

Section 5.3.  Appointive Officers.  The Board of Directors may appoint one or more Assistant  Secretaries and Assistant Treasurers and such other officers and assistant officers and agents as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board.

Section 5.4.  Powers of Officers.  Each officer shall have, subject to these Amended Bylaws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly incident to that office and such duties and powers as the Board of Directors shall from time to time designate.  All officers shall perform their duties subject to the directions and under the supervision of the Board of Directors.  The Program Director may secure the fidelity of any and all officers by bond or otherwise.

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 Corporation as may be provided in these Amended Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Amended Bylaws.

In the discharge of a duty imposed or power conferred on an officer of a Corporation, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by:  (1) one or more other officers or employees of the Corporation, including members of the Board of Directors; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.

An officer is not relying in good faith within the meaning of this section if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this subsection unwarranted.

Section 5.5.  No Compensation.  Officers may not receive compensation for their services as officers, but may receive reimbursement for expenses incurred on behalf of the Corporation (if, and to the extent, authorized by a resolution adopted by the Board of Directors) and may receive compensation for serving the Corporation in any other capacity (if, and to the extent authorized by a resolution adopted by the Board of Directors).

Section 5.6.  Term of Office; Removal; Filling of Vacancies.  Each elected officer of the Corporation shall hold office for one year  or until such officer’s earlier death, resignation, retirement, disqualification or removal from office.  Any officer or agent may be removed at any time by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.  If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 5.7.  Program Director.  The Program Director subject to the provisions of these Bylaws, shall have general supervision of the activities and affairs of the Corporation and shall have general and active control thereof.    The Program Director, with Board approval, shall have general authority to: execute contracts of $1,000 or less in the name of the Corporation; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require and to fix their compensation; to remove or suspend any employee or agent; and in general to exercise all the powers usually appertaining to the office of director of a corporation, except as otherwise provided by statute, the Certificate of Formation or these Bylaws.  In the absence or disability of the Program Director, the duties of such office shall be determined by the Board of Directors.

Section 5.9.  Secretary.  The Secretary shall see that notice is given of all annual and special meetings of the Board of Directors and shall keep and attest true records of all proceedings at all meetings of the Board.  The Secretary shall have charge of the corporate seal and shall have authority to attest any and all instruments of writing to which the same may be affixed.  The Secretary shall keep and account for all books, documents, papers and records of the Corporation, except those for which some other officer or agent is properly accountable.  The Secretary shall generally perform all duties usually appertaining to the office of secretary of a corporation.  In the absence or disability of the Secretary, the duties of such office shall be performed and the powers may be exercised by the Assistant Secretaries, if any, in the order of their seniority, unless otherwise determined by the Secretary or the Board of Directors.

Section 5.10.  Assistant Secretaries.  Each Assistant Secretary, if any, shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the Secretary or the Board of Directors.

Section 5.11.  Treasurer.  The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Corporation and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of account of the Corporation, their arrangements and classification; shall supervise the accounting and auditing practices of the Corporation and shall have charge of all matters relating to taxation.  The Treasurer shall have the care and custody of all monies, funds and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise upon all terms of credit granted by the Corporation; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Corporation.  The Treasurer shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Corporation, and to give proper receipts or discharges for all payments to the Corporation.  The Treasurer shall generally perform all duties usually appertaining to the office of treasurer of a corporation.  In the absence or disability of the Treasurer, the duties of such office shall be performed and the powers may be exercised by the Assistant Treasurers, if any, in the order of their seniority, unless otherwise determined by the Treasurer or the Board of Directors. The Treasurer shall attend all Board of Director meetings as a non-voting member of the board.

Section 5.12.  Assistant Treasurers.  Each Assistant Treasurer, if any, shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the Treasurer or the Board of Directors.

Section 5.13.  Additional Powers and Duties.  In addition to the foregoing specially enumerated duties, services and powers, the several elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Certificate of Formation or these Bylaws, or as the Board of Directors may from time to time determine or as may be assigned by any competent superior officer.

ARTICLE SIX

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 6.1.  Contracts.  The Board of Directors may authorize any officer or officers, or agent or agents, 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.

Section 6.2.  Checks, Drafts or Orders for Payment.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination, such instruments shall be signed by the Program Director or by the Treasurer of the Corporation.  However, the Board of Directors may establish a “petty cash” fund for incidental expenses and disbursements.  All disbursements, excluding utilities and rents, greater than $1,000 shall be approved by a majority of the Board.

Section 6.3.  Deposits.  All funds of the Corporation shall be deposited promptly to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select or as may be selected in accordance with procedures established by the Board.

Section 6.4.  Conflicts of Interest.  No contract (other than a wholly gratuitous transfer of assets or promise to transfer assets to the Corporation) of any kind (including, but not limited to, a loan, lease, agreement of sale or purchase, pledge, guarantee, assumption of liability, bailment, or consignment) may be entered into by and between the Corporation and any of the following:  (i) a director, officer, committee member, or employee of the Corporation (hereinafter an “Insider”); or (ii) any corporation, partnership, trust, sole proprietorship or any other entity (hereinafter an “Entity”) in which an interest is owned or held, directly or indirectly, by or for the benefit of an Insider, unless (a) the transaction is approved in accordance with Section 22.230 of the Texas Business Organizations Code; and (b) if one or more of the parties to the contract or transaction is a “disqualified person” with respect to the Corporation within the meaning of Section 4958 of the Internal Revenue Code, either (x) such transaction is reviewed and approved in accordance with the “rebuttable presumption safe harbor” provisions set forth in the regulations promulgated under Section 4958 of the Code or (y) the Board of Directors or any committee thereof determines that such procedures are not necessary for the transaction involved and records its specific findings for making such determination.  All Insiders shall, as a condition of qualifying and continuing to qualify as a director, officer, committee member or employee of the Corporation, abide by such conflict of interest policies as the Board of Directors may adopt from time to time, and submit such conflict of interest disclosure statements as the Board of Directors shall direct.

ARTICLE SEVEN

ACTIONS WITHOUT MEETINGS

Section 7.1.  Unanimous Consent.  Any action required or permitted to be taken at any meeting of the directors or the members of a committee may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the directors or all of the committee members, as the case may be.  Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any document.

Section 7.2.  Other Action Without a Meeting.  Except as described in Section 2.5 herein, any action required or permitted to be taken at any meeting of directors or committee members may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by a sufficient number of directors or committee members, as the case may be, as would be necessary to take the action at a meeting at which all the directors or the members of the committee were present and voting, so long as at least twenty-four (24) hours’ notice of the proposed action is sent to each director or each committee member at the physical or electronic mail address or facsimile number of such director or committee member that appears in the records of the Corporation.  Prompt notice of the taking of any action by the directors or the members of a committee without a meeting by less than unanimous written consent shall be given to those directors or committee members who did not consent in writing to the action.  Every written consent signed by less than all the directors or committee members entitled to vote with respect to the action that is the subject of the consent shall bear the date of signature of each person who signs the consent.  No written consent signed by less than all the directors or committee members entitled to vote with respect to the action that is the subject of the consent shall be effective to take such action unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by law, a consent or consents signed by not less than the minimum number of directors or committee members that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to the Secretary or other designated agent of the Corporation having custody of the books in which proceedings of meetings are recorded.  A telegram, telex, cablegram or similar transmission by a director or committee member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a director or committee member, shall be regarded as signed by the director or committee member for purposes of this Section 7.2.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

Section 8.1. Indemnification. The Corporation shall have the full power to indemnify and advance or reimburse expenses pursuant to the provisions of the Texas Business Organizations Code to any person entitled to indemnification under the provisions of the Texas Business Organizations Code.

Section 8.2.  Insurance.  The Corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a member, director, officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, employee benefit plan, other enterprise, or other entity, against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the Corporation would have the power to indemnify him or her against that liability.  If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Corporation would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the members of the Corporation.  Without limiting the power of the Corporation to procure or maintain any kind of insurance or other arrangement, the Corporation may, for the benefit of persons indemnified by the Corporation, (1) create a trust fund; (2) establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation; or (4) establish a letter of credit, guaranty, or surety arrangement.  The insurance or other arrangement may be procured, maintained, or established within the Corporation or with any insurer or other person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Corporation.  In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement.

ARTICLE NINE

MISCELLANEOUS

Section 9.1.  Dividends Prohibited.  No part of the net income of the Corporation shall inure to the benefit of any private individual, and no dividend shall be paid, and no part of the income of the Corporation shall be distributed to its directors or officers.  Notwithstanding the foregoing, the Corporation may reimburse its directors as provided in Section 2.11 of Article Two hereof.

Section 9.2.  Loans to Officers and Directors Prohibited.  No loans shall be made by the Corporation to its officers or to its directors.  Any directors voting for or assenting to the making of any loan to a director or officer, and any officer participating in the making thereof, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.

Section 9.3.  Fiscal Year.  The fiscal year of the Corporation shall be from January 1 to December 31, but may be changed by resolution of the Board of Directors.

Section 9.4.  Seal.  The Corporation’s seal, if any, shall be in such form as shall be adopted and approved from time to time by the Board of Directors.  The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced.

Section 9.5.  Meetings By Telephone or Other Remote Communications Technology.  Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, the Board of Directors of the Corporation or the members of any committee may, unless otherwise restricted by statute, by the Certificate of Formation or these Bylaws, participate in and hold a meeting by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by using any other suitable electronic communications system, including video conferencing technology or the Internet (but only if, in the case of such other suitable communications system, each person entitled to participate in the meeting consents to the meeting being held by means of that system, and the system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant).  Participation in a meeting pursuant to this Section 8.5 shall constitute presence in person at such meeting.

Section 9.6.  Gender.  Words of either gender used in these Bylaws shall be construed to include the other gender, unless the context requires otherwise.

Section 9.7.  Invalid Provisions.  If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.

Section 9.8.  Headings.  The headings used in these Bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.

ARTICLE TEN

AMENDMENTS

These Bylaws may be amended or repealed, or new bylaws may be adopted, at any meeting of the Board of Directors at which a quorum is present by the affirmative vote of at least a majority of the number of directors in office; provided that the notice of such meeting must state that one of the purposes of such meeting is the discussion of a proposed amendment or repeal of these Bylaws or the adoption of new Bylaws.

* * * * *

The undersigned, being the duly elected and qualified Secretary of the Corporation, hereby certifies that the foregoing Amended Bylaws of the Corporation were duly adopted by the Board of Directors of the Corporation on the 28 day of June, 2010.

Sean Smith

Eric Isenbarger

Terri Carrio