ASAPIL Bylaws

® About the registration of the acronym ASAPIL: The Declaration of Use must be filed between the fifth (5th) and sixth (6th) anniversaries of the registration date. In this case, the Declaration of Use must be filed between May 6, 2013 and May 6, 2014. [Search this in the manual and undertake the instructions.]

ASAPIL BYLAWS AND ADMINISTRATIVE MANUAL

BOOK IX

OF BOOKS XVI

August 6, 2010

[The 16 books of the manual were archived on the date of August 6, 2010, once (a) IRS approval obtained as a nonprofit, (b) Springer contract about sending out hard copies to members of our journal, PIL, received], (c) society insurance obtained, and (d) management team and consultant/ professional team put in place. Please use Book XVI for amendments, changes and additions.]

ASAPIL BYLAWS AND ADMINISTRATION MANUAL

CONTENTS

BOOK I

Bylaws BOOK II

Explanatory Material Mission Statement Application Forms

IRS Letters BOOK III

Psychological Injury and Law A. Journal The Board Aims and Scope

Submission Guidelines Editorials

B. Other BOOK IV Legally Relevant Material Internal Revenue Service Material Employee and Volunteer Rights

Society Ethical Policy

BOOK V

Insurance Policies

BOOK VI

Incorporation Contracts Minutes

BOOK VII

Extending the Association Updates Other

BOOK VIII

Meeting Planning 2009 2010

BOOK IX Key Bylaws

A. Introduction To Bylaws Based On IRS Excerpts B. Introductory Key Bylaws BOOK X

(Consult for Operational Suggestions Only) Expanded Bylaws sent to IRS

Policies and Procedures Rules and Regulations BOOK XI

Articles XI-XIV BOOK XII

Addenda BOOK XIII

Supplements, Including Annual Dues Schedule Committee Forms/ Templates, etc.

BOOK XIIV

Accounting Treasury Work BOOK XV

Various Charter Member and Mailing Lists

BOOK XVI (to be written)

New Material Itemized corrections to BOOKS I-XIV Updates

®

BOOK IX

Key Bylaws

A. Introduction to Bylaws Based on IRS Excerpts B. Introductory Key Bylaws

BYLAWS AND RULES

[By way of an email request, these bylaws and rules of the Association for Scientific Advancement in Psychological Injury and Law (ASAPIL), as well as the full administrative manual, including its conflict of interest policy, were adopted in principle by the association’s full interim executive working group, listed below, as well as by the association Vice President, Charles Figley, Ph.D., on the date of August 03, 2007.

Further, on the date of August 03, 2007, the initial management team of the founding executive working group of ASAPIL, of whom the members were the following:

1. Gerald Young, Ph.D., Acting Chairperson and President 2. Michael S. Finch, J.D., S.J.D., Secretary 3. Charles Figley, Ph.D., Vice President and Treasurer 4. Andrew W. Kane, Ph.D., First Associate Vice President consulted the current version of the association’s administrative manual with respect to the motion in question, and offered signed consent for approval in principle of the key bylaws of the association, of the present association administrative manual, as well as for the conflict of interest policy recommended by the IRS, and the form to be sent to all association members asking them to specify possible/ present conflicts of interest. These officers also signed approval for the material which describes in detail the association, the journal it sponsors, Psychological Injury and Law, and the proposed graduate level text.

It is understood that once the inaugural elected association board is in place, as an order of business, its members will closely examine the full bylaws of the association and the complete administrative manual, seeking all relevant changes, both minor and substantive, for the purpose of official acceptance by the association as its first complete operating documents.] [From a motion adopted by the board.]

TABLE OF CONTENTS OF ASSOCIATION BYLAWS, RULES

A. INTRODUCTION TO BYLAWS BASED ON IRS EXCERPTS I. Exemption Requirements II. Scientific Status III. Qualifying for Exempt Status IV. Records V. Narrative Description of Organization’s Professional and Scientific Activities VI. Form 1023 Questions B. INTRODUCTORY KEY BYLAWS I. Conforming to Incorporation A. Conforming to Nonprofit Status B. The Association’s Financial Conformity Requirements II. Principal Articles of the Association B. INTRODUCTORY BYLAWS A. Conforming to Incorporation I. Conforming to Nonprofit Status II. The Association’s Financial Conformity Requirements B. Principal Articles of the Association A. Inception B. Officers and the Board I. Offices II. General Powers.

III. Number, Tenure. IV. Meetings. V. Board Decisions. VI. Vacancies. VII. Compensation. VIII. Indemnification. IX. Committees of Directors. X. Other Committees. XI. Waiver of Notice. XII. Seal, Logo, Name, Acronym. XIV. Amendment of Bylaws/ Rules/ Manual. C. Membership D. Expulsion E. Dues, Payment, Nonpayment F. Voting G. Records: Additional Notes Beyond IRS Requirements. 1. Books and Records 2. Inspection of Records. 3. Contracts, Monies, Deposits, Gifts. 4. Fiscal Year. 5. Table of Contents of Separate Manual To Be Developed. 6. ASAPIL Minutes Template for Permanent Minute Book. 7. Minutes: Considerations.

Assoc Sci Adv Psych Inj Law/ ASAPIL Bylaws/Manual EIN 20-4510359 01/02/10 9

A. INTRODUCTION TO BYLAWS BASED ON INTERNAL REVENUE SERVICE EXCERPTS

I. Exemption Requirements That ASAPIL Will Strive to Meet A. The association acknowledges, as per IRS requirements: 1. To be tax-exempt under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for purposes set forth in section 501(c)(3), and none of its earnings may inure to any private shareholder or individual. 2. In addition, it may not attempt to influence legislation as a substantial part of its activities and it may not participate in any campaign activity for or against political candidates. B. Therefore, the association acknowledges that it 1. must limit the organization's purposes to exempt purposes set forth in section 501(c)(3) and 2. must not expressly empower it to engage, other than as an insubstantial part of its activities, in activities that are not in furtherance of one or more of those purposes. 3. This requirement is met by the association functioning within the bounds of what is required for a charitable association to maintain its exempt status, as per section 501(c)(3). C. Scientific Purpose 1. Our organization is regarded as operated exclusively for scientific purposes, thereby engaging primarily in activities that accomplish exempt purposes specified in section 501(c)(3). 2. No part of our activities furthers a non-exempt purpose. D. Assets. 1. In addition, our organization's assets are permanently dedicated to an exempt purpose. 2. This means that if our organization dissolves, its assets will be distributed for an exempt purpose, to the federal government, or to a state or local government for a public purpose. 3. The association establishes that its assets are permanently dedicated to an exempt purpose, by this provision insuring their distribution for an exempt purpose in the event of dissolution. E. Exclusions

1. Our organization is not organized or operated for the benefit of private interests, such as the creator or the creator's family, shareholders of the organization, other designated individuals, or persons controlled directly or indirectly by such private interests. 2. Our organization adheres to Section 501(c)(3) organizations restrictions in how much political and legislative (lobbying) activities we may conduct, by virtue of prohibiting any and all such activity.

II. Scientific Status A. Regarding the association’s status as a scientific organization: 1. Our organization’s research is conducted on an individual basis by its members and not in the name of the association. 2. Our scientific research is considered to be in the public interest because the results of the research (including any patents, copyrights, processes, or formulas) are made available to the public on a non-discriminatory basis. 3. The research is carried on for the purposes of obtaining scientific information that is published in a treatise, thesis, trade publication, or in any other form that is available to the interested public. B. It is understood that scientific research, for exemption purposes, does not include activities of a type ordinarily incidental to commercial or industrial operations, such as the ordinary inspection or testing of materials or products, or the designing or constructing of equipment, buildings, etc. C. When the association will distribute research funds to its members, we acknowledge that we will submit all of the following: 1. An explanation of the nature of the research. 2. A brief description of research projects to be undertaken, and then the outcome of the research. 3. How and by whom research projects had been determined and selected. 4. Whether the research is contracted or sponsored research and, if so, names of sponsors or grantors, terms of grants or contracts, together with copies of any executed contracts or grants. 5. Disposition made or to be made of the results of the research, including whether preference has been or will be given to any organization or individual either as to results or time of release. 6. Who will retain ownership or control of any patents, copyrights, processes or formulas resulting from the research. 7. A copy of publications or other media showing reports of the research activities. 8. Only reports of organization research activities or those conducted on our organization’s behalf, as distinguished from those of our creators or members conducted in their individual capacities, will be submitted.

III. Qualifying for Exempt Status A. As an organization operating to further one or more of the tax-exempt purposes stated in our organizing document, certain activities are prohibited or restricted by our organization, including, but not limited to, the following activities: B. As a 501(c)(3) organization, we acknowledge that we must: 1. absolutely refrain from participating in the political campaigns of candidates for local, state, or federal office. 2. absolutely ensure that our assets and earnings do not unjustly enrich board members, officers, key management employees, or other insiders. 3. not further non-exempt purposes (such as purposes that benefit private interests) more than insubstantially. 4. not operate for the primary purpose of conducting a trade or business that is not related to our exempt purpose(s). 5. not engage in activities that are illegal or violate fundamental public policy. vi. Restrict all legislative activities.

IV. Records A. Regarding the need for keeping records, the association will: 1. In general, keep correct and complete books and records to show that it complies with tax rules. 2. The organization will document the sources of receipts and expenditures reported on Form 990, Return of Organization Exempt From Income Tax. B. Also, the organization undertakes to: 1. Prepare Financial Statements: a. Maintain revenue and expense statements and balance sheets to prepare accurate financial statements. b. To help when working with banks, creditors, and contributors and funding organizations. 2. Identify Sources of Receipts: a. Organizations may receive money or property from many sources. b. Records can identify the sources of receipts. 3. The organization need this information to separate program from non-program receipts, taxable from non-taxable income, and to complete Schedule A of Form 990 noted in section What federal tax reports and returns must be filed? C. Regarding what records should be kept: 1. A recordkeeping system should generally include a summary of transactions. 2. This summary is ordinarily written in an organization’s books (for example, accounting journals and ledgers). 3. The books must show gross receipts and functional expenses, as well as deductions and credits. 4. For most small organizations, the checkbook is the main source for entries in the books. 5. In addition, an organization must keep documentation that supports entries in the books.

D. Also: 1. Supporting Documents: a. Organization transactions, such as contributions, purchases, sales, and payroll, will generate supporting documents. b. These documents — grant applications and awards, sales slips, paid bills, invoices, receipts, deposit slips, and canceled checks — contain information to be recorded in accounting records. 2. Gross receipts: a. Gross receipts are the amounts received from all sources. b. Our organization will keep supporting documents that show the amounts and sources of its gross receipts. c. Documents that show gross receipts include: cash register tapes, bank deposit slips, receipt books, invoices, credit card charge slips, and Form 1099-MISC, Miscellaneous Income. 3. Purchases, including accounting for inventory: a. Purchases are items bought, including any items resold to customers. b. Documents for purchases include: canceled checks, cash register tape receipts, credit card sales slips, and invoices. c. These records will help our organization determine the value of its inventory at the end of the year. 4. Expenses: a. Expenses are the costs an organization incurs (other than purchases) to carry on its program. b. Supporting documents show the amount paid and the purpose of the expense. c. Documents for expenses include: canceled checks, cash register tapes, account statements, credit card sales slips, invoices, and petty-cash slips for small cash payments. E. With respect to accounting methods, the association acknowledges: 1. An accounting method is a set of rules used to determine when and how income and expenses are reported.

2. An organization chooses an accounting method when it files its first annual return. 3. There are two basic accounting methods: a. cash method -Under the cash method, an organization reports income in the tax year received. It usually deducts expenses in the year paid. b. accrual method -Under an accrual method, an organization generally records income in the tax year earned, even though it may receive payment in a later year. It records expenses in the tax year incurred, whether or not it pays the expenses that year.

V. Narrative Description of Organization’s Professional and Scientific Activities [Partly for the Internal Revenue Service form 1023, Part IV. Also see pages 53-77 of the current manual for more details on the association’s projected scientific work, its journal, Psychological Injury and Law, and the graduate level text that we are writing.]

A. Introduction 1. We describe completely and in detail ASAPIL’s (The Association for Scientific Advancement in Psychological Injury and Law, Inc.) past, present, and future or planned activities, without referring to or repeating the purposes in our organizing document, or administration manual, but with referring to or summarizing other parts of the document rather than repeating information provided elsewhere and, in fact, including with Form 1023 in our application for charitable status as a scientific organization with the IRS the most recent, complete version of the administration manual of ASAPIL as of the date of the application. 2. We incorporated in 2006. We spent the year organizing, and this continued into 2007. Member recruitment could only begin once we were fully ready with our manual and website [the website includes mostly only material from the manual, see www.asapil.org]; a complete manual and website were also needed in order to start the process of registering as a charitable scientific organization with the IRS. B. Research Publications. a. What is the activity? 1. We do not anticipate undertaking any contracted or sponsored research, but are aware of our obligations to inform the IRS should our plans change in this regard. 2. A primary goal of the organization is to encourage member research on the topic of psychological injury and law, but only at an individual member level, and not in the name of the organization; 3. Scientific and legal research in the area treats empirical data gathered in studies, literature review, concepts/ theory, cross-disciplinary matters, and practice issues, in particular. 4. We cannot provide an explanation of the specific nature of our members’ planned research, except by saying that it will concern relevant topics in the field of psychological injury and law, as described in the association recruitment document in our administration manual. 5. Note that the research of our members will be carried on in the public interest, and made available to the public on a non-discriminatory basis, by obtaining scientific information that will be published in a treatise, thesis, trade publication, or in any other

form that is available to the interested public, without publishers limiting distribution of the results of the research, including without giving preference to any organization or individual either as to results or time of release.

6. Members, or whomever they sign contracts with, such as their scientific publishers, will retain ownership or control of any patents, copyrights, processes, or formulas resulting from their research. b. Who conducts the activity? 1. As President of ASAPIL, I have planned the research that the executive board members of the association will be undertaking in the collective in the journal that we are organizing and in the graduate level text book that we are writing, with members undertaking the research in the role as individual members, and not in the name of ASAPIL. 2. At the same time, individual members are free to conduct their own research on the topic, and publish in the typical professional venues. c. When is the activity conducted? 1. I have attached in the administration manual a copy of the journal contract with Springer for the scientific journal for which ASAPIL was created to house, entitled, Psychological Injury and Law; the manual describes the journal in depth, and it is due in 2008 on a quarterly basis. 2. At the same time, I have attached the in-depth book proposal that Springer accepted for the graduate level textbook that we are planning to write, entitled, Psychological Injuries and Disabilities: Assessment, Rehabilitation, and Law…. d. Where is the activity conducted? 1. Member activities for the projects described and others planned will be undertaken in the home locations of the individual members involved, in their university settings, professional practice offices, government settings, and so on, and most of these are American, with the particular home states indicated with the names of the executive board members in the administration manual. e. How does the activity further our exempt purposes? 1. The research publication activities of our members, as described, does not simply further our organization’s tax-exempt status, but constitutes its very essence, the association being set up to assure continuity of these activities, their dissemination to other professional in psychology, law, and related disciplines, and so on. f. What percentage of our total time is allocated to the activity?

1. Members undertaking research usually spend anywhere from 20 to 80 percent of their time on research, depending on the nature of their academic or governmental affiliations, or the degree to which their professional practices allow. g. How is the activity funded? 1. Typically, members obtain funding internally from their home institutions or within professional practice overheads, or externally from research funding agencies, for example, at the federal or state level. 2. Once the organization is self-sustaining, with surpluses beyond administrative/ professional expenses, in future years (as early as the second year after our registration with the IRS) it will proceed to organize a yearly conference. 3. We hope to enroll i. as many as 150 members in the first year of launching, in 2007, ii. and several hundred in succeeding years; iii. so that by 2008, we anticipate 200 members; iv. in 2009, it should be 250; v. in 2010, it should be 300; vi. and in 2001, it should be 350; iii. although our long term goal is 1,000 members, realistically, it should take 5-10 years to approach this objective. 4. Each member will pay annual dues of $100, with about $70 needed to pay Springer Science and Business Media, in New York (springer.com), for the subscription to the journal Psychological Injury and Law that accompanies membership. 5. This will leave the organization about $30 per member for its professional and scientific activities. 6. The total available from membership fees to the organization for its professional and scientific purposes should be i. about $15,000 in the first year after launching (based on an estimate of 150 members), ii. about 5,000 more in each of the subsequent 4 years, 2008, 2009, 2010, 2011,

iii. and about $50,000-100,00 after 5-10 years, based on an estimate of 500-1,000 members. 7. We anticipate no donations in the 2007-2008, because it will take all that time to get charitable status federally and at the various state levels. 8. Then we estimate that donations should amount to the sums of i. $2,500, ii. $5,000, and iii. $7,500 over the ensuing 3 years, 2009, 2010, 2011; iv. with a long term objective of $10-20,000 per year in donations. 9. This will increase available organization funds to at least $47,500 at the end of the planned budget cycle, in 2011. 10. This should be enough to undertake disbursing of some internal research funding in the last year of the current budget planning, in 2011. 11. In the year before that, in the third year of the budget planning exercise, for the year 2010, there should be sufficient funding to mount our planned annual conference; in such conferences, scientific papers are presented, and if they are published as collective works rather than leaving their publication to individual members, it will be through the auspices of our strategic publishing partner, Springer, and not through our organization, per se. 12. In that year, 2010, or perhaps before that, in 2009, there should be sufficient funding to begin mounting our planned annual continuing education exercise; in such continuing education programs, should the workshop lead to publication of the material presented, it will be through the endeavors of the presenter, and not through our organization, although we could facilitate communication with Springer. 13. In 2008, we should be able to prepare an e-newsletter through volunteer member action and a digest of abstracts on research publications related to the field of psychological injury and law through the volunteer help of students, so that both endeavors will be undertaken at no cost to the organization. 14. A long-term project is to organize a book series on the topic of psychological injury and law with Springer, consistent with the graduate-level textbook and the journal that they are supporting, and with the nature of individual members’ research in the area.

15. We hope to obtain enough members and eventual donations to be able to support awarding of competitive internal research grants; the organizational structure of the organization has several committees related to members’ research activities, the mandates and procedures of which indicate how and by whom research projects are determined and selected.

C. Other Professional and Scientific Activities in Terms of Budgeting. 1. Annual Conference. a. The annual conference of scientific and professional presentations that we are planning will allow for rapid dissemination of state of the art empirical research, theory and conceptualization, literature review, discussion of therapy, explanation of new developments in law, practice and professional issues, and so on, preparatory for peer-reviewed journal publication or publication in other formats, such as trade books. b. The budget for the conference should be about $5,000, to cover executive needs, conference organization (location to be determined), honoraria to keynote speakers, and so on. 2. Continuing Education. a. This involves more intensive learning that can be achieved by attending a series of different one-half hour to one-hour presentations at an annual conference; typically, these are held in conjunction with the annual conference as workshops, but we will try to arrange one as soon as we can through the medium of webcasts. b. The budget for continuing education workshops should also be in the order of 5,000, e.g., to pay the conference workshop organizer; when we become more successful, we can have several workshops in any particular year. 3. Other Research Activities. a. As per the prior section, the e-newsletter and research digest, can be initiated in the first year at no cost. b. The association list serve and website will serve intra-organizational communication needs, and may involve dissemination of member research information; these services will be offered at no cost. 4. Education. a. The website will list members, and constitute a source of education to the public and interested professionals about our members and about the field, in general. b. The organization will engage in educational activities at no cost to recipients, such as informing universities about member publications, informing other professionals about what we do, as well as government agencies and industry institutions, and informing students about the field.

VI. Form 1023 Questions In response to the following questions taken from IRS form 123, Application for Recognition of Exemption, Under Section 501(c)(3) of the Internal Revenue Code (Rev. June 2006), because we deemed it necessary to consider the answers in the form of association bylaws, we provide the following answers:

Question

V2a. Are any of your officers, directors, or trustees related to each other through family or business relationships? Answer V2a

The association prohibits such relationships. No.

Question

V2b. Do you have a business relationship with any of your officers, directors, or trustees other than through their position as an officer, director, or trustee?

Answer V2b

The association prohibits such relationships. No.

Question

V2c. Are any of your officers, directors, or trustees related to your highest compensated employees or highest compensated independent contractors through family or business relationships?

Answer V2c

The association prohibits such relationships. No.

Question

V3b. Do any of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors receive compensation from any other organizations, whether tax exempt or taxable, that are related to you through common control?

Answer V3b

The association prohibits such relationships. No.

Question

V4. In establishing the compensation for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors ….,

Answer V4

See below.

Question

V4a. Do you or will the individuals that approve compensation arrangements follow a conflict of interest policy?

Answer V4a

The association follows such policies. Yes.

Question

V4b. Do you or will you approve compensation arrangements in advance of paying compensation?

Answer V4b

The association follows such policies. Yes.

Question

V4c. Do you or will you document in writing the date and terms of approved compensation arrangements?

Answer V4c

The association follows such policies. Yes.

Question

V4d. Do you or will you record in writing the decision made by each individual who decided or voted on compensation arrangements?

Answer V4d

The association follows such policies. Yes.

Question

V4e. Do you or will you approve compensation arrangements based on information about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations?

Answer V4e

The association follows such policies. Yes.

Question

V4f. Do you or will you record in writing both the information on which you relied to base your decision and its source?

Answer V4f

The association follows such policies. Yes.

Question

V6a. Do you or will you compensate any of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors through non-fixed payments, such as discretionary bonuses or revenue-based payments?

Answer V6a

The association prohibits such policies. No.

Question

V6b. Do you or will you compensate any of your employees, other than your officers, directors, trustees, or your five highest compensated employees, who receive or will receive compensation of more than $50,000 per year, through non-fixed payments, such as discretionary bonuses or revenue-based payments?

Answer V6b

The association prohibits such policies. No.

Question

V7a. Do you or will you purchase any goods, services, or assets from any of your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors?

Answer V7a

The association prohibits such policies. No.

Question

V7b. Do you your will you sell any goods, services, or assets to any of your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors?

Answer V7b

The association prohibits such policies. No.

Question

V8a. Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors?

Answer V8a

The association prohibits such policies. No.

Question

V9a. Do you or will you have any leases, contracts, loans, or other agreements with any organization in which any of your officers, directors, or trustees ore also officers, directors, or trustees, or in which any individual officer, director, or trustee owns more than a 35% interest?

Answer V9a

The association prohibits such policies. No.

Question

VI. The following “Yes” or “No” questions relate to goods, services, and funds you provide to individuals and organizations as part of your activities. Your answers should pertain to past, present, and planned activities.

Answer VI

See below.

Question

VI1a. In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? If “Yes,” describe each program that provides goods, services, or funds to individuals.

Answer VI1a

Aside from our various scientific activities such as the journal and the annual conference, we hope to have enough funds in a few years to disburse to our members competitive, committee-adjudicated internal grants for their research.

Question

VI1b. In carrying out your exempt purposes, do you provide goods, services, or funds to organizations? If “Yes,” describe each program that provides goods, services, or funds to organizations.

Answer VI1b

The association prohibits such policies. No.

Question

VI2. Do any of your programs limit the provision of goods, services, or funds to a specific individual or group of specific individuals?

Answer VI2

Aside from our various scientific activities such as the journal and the annual conference, we hope to have enough funds in a few years to disburse to our members competitive, committee-adjudicated internal grants for their research.

Question

VI3. Do any individuals who receive goods, services, or funds through your programs have a family or business relationship with any officer, director, trustee, or with any of your highest compensated employees or highest compensated independent contractors?

Answer VI3

The association prohibits such policies. No.

Question

VIII10. Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography, scientific discoveries, or other intellectual property? If “Yes,” explain. Describe who owns or will own any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are determined, and how any items are or will be produced, distributed, and marketed.

Answer VIII10

1. Members, or whomever they sign contracts with, such as their scientific publishers, will retain ownership or control of any patents, copyrights, processes, or formulas resulting from their research. 2. As for the association, it is conceivable that we could develop copyrighted/ patented/ trademarked material for sale to members, the public, and professional consumers/ customers, such as brochures and similar products, that we would sell for a nominal markup beyond expenses, and that we would self-produce and distribute, after list serve and web site marketing about availability. Question

VIII13a. Do you or will you make grants, loans, or other distributions to organization(s)?

Answer VIII13a

The association prohibits such policies. No.

Question

VIII14a. Do you or will you make grants, loans, or other distributions to foreign organizations?

Answer VIII14a

The association prohibits such policies. No.

Question

IX … If in existence more than 1 year but less than 4 years, complete the statements for each year in existence, and provide projections of your likely revenues and expenses based on a reasonable and good faith estimate of your future finances for a total of 3 years of financial information. …

Answer IX

1. We developed the idea of creating a scientific association, called Association for Scientific Advancement in Psychological Injury and Law, PIL, in the latter part of 2005, to house the journal, Psychological Injury and Law, which we began to organize at that time. 2. We incorporated in the beginning of 2006. We worked on the project of writing the administrative manual from 2005 to the middle of 2007, preparing for registration with the IRS and for announcing the journal and launching the association for membership. 3. Once we launch, which will be shortly, in the year 2007, membership will be free. Therefore, in our first official years (2006-2007), there has been/ will be neither income nor expenses. 4. The publishing company of the scientific journal that the association houses, Springer Science and Business Media, New York, will be giving the Chief Editor of the journal, Gerald Young, Ph.D., who is also the association President, $8,000 in start up fees, and have graciously allowed the President to use this for association start up costs. 5. In subsequent years, we will be receiving 3,000 per year from Springer for editorial expenses for PIL, of which we will transfer to the association, about $1-2,000. 6. For the current year, the Current President will be contributing from his private practice earnings the remainder of the monies needed for launching the association. 7. There are monies needed for paying attorney fees, registration fees, insurance premiums, banking costs, computer programs, IT costs, secretarial costs, books, photocopying, mailing, etc. 8. Therefore, relative to the remaining year of interest about finances for the purposes of form 1023, 2008, we provide the following information. 9. In addition, the narrative about our research activities, given above, provides our estimated financial data for the years 2009-2010-2011, offering a better financial projection.

Estimated Financial Data for the Tax Year 2008, Year-end December 31, 2008.

A. Statement of Revenues and Expenses Revenues

1. Gifts, grants, and contributions received (do not include unusual grants) 0

2. Membership fees received $15,000 3. Gross investment income 0

4. Net unrelated business income 0

5. Taxes levied for your benefit 0

6. Value of services or facilities furnished by a governmental unit without charge (not including the value of services generally furnished to the public without charge) 0

7. Any revenue not otherwise listed above or in lines 9–12 below (attach an itemized list) $2,000 editorial expenses for PIL provided by Springer 8. Add lines 1 through 7 $17,000 9. Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to your exempt purposes (attach itemized list) 0

10. Add lines 8 and 9 $15,000 11. Net gain or loss on sale of capital assets (attach schedule and see instructions) 0

12. Unusual grants 0

13. Total Revenue (Add lines 10 through 12) $17,000

Expenses

14. Fundraising expenses 0

15. Contributions, gifts, grants, and similar amounts paid out (attach an itemized list) 0

16. Disbursements to or for the benefit of members (attach an itemized list) 0

17. Compensation of officers, directors, and trustees 0

18. Other salaries and wages 0

19. Interest expense 0

20. Occupancy (rent, utilities, etc.) 0

21. Depreciation and depletion 0

22. Professional fees 2,000 attorneys 4,000 nonprofit insurance 1,000 accountant $7,000 total

23. Any expense not otherwise classified, such as program services (attach itemized list) 10,500 transfer of subscription fees to Springer for PIL 2,000 general operating expenses [administrative, secretarial, mailing, copying, banking, yearly costs, etc.] $12,500 total

4. Total Expenses (Add lines 14 through 23) $19,500

Deficit: $2,500

[perhaps to be covered by the current President out of his private practice earnings; the association should be financially viable in the following year.]

Estimated Financial Data for the Tax Years 2009, 2010, 2011 Revenues

These will increase by about

1. $5,000 per year as membership increases, and 2. $2,500 per year as donations begin Expenses

These will increase by about

1. $3,000 for attorney fees in 2009, for trademarking costs (of our logo and name; we will have our acronym trademarked shortly), 2. $5,000 in 2010, for our first continuing education event, and 3. $5,000 in 2010 for our first annual conference.

B. Balance Sheet (for your most recently completed tax year) Assets (Whole dollars) 1. Cash 0

2. Accounts receivable, net 0

3. Inventories 0

4. Bonds and notes receivable (attach an itemized list) 0

5. Corporate stocks (attach an itemized list) 0

6. Loans receivable (attach an itemized list) 0

7. Other investments (attach an itemized list) 0

8. Depreciable and depletable assets (attach an itemized list) 0

9. Land 0

10. Other assets (attach an itemized list) 0

11. Total Assets (Add lines 1 through 10)

0

Liabilities

12. Accounts payable 0

13. Contributions, gifts, grants, etc. payable 0

14. Mortgages and notes payable (attach an itemized list) 0

15. Other liabilities (attach an itemized list) 0

16. Total Liabilities (Add lines 12 through 15) 0

Fund Balances or Net Assets

0

17. Total fund balances or net assets 0

18. Total Liabilities and Fund Balances or Net Assets (Add lines 16 and 17) 0

B. OFFICIAL

BYLAWS

BYLAWS OF ASSOCIATION FOR SCIENTIFIC ADVANCEMENT IN PSYCHOLOGICAL INJURY AND LAW, INC. (ASAPIL, INC.)

Accepted as the Official Bylaws of the Board of Directors in a

Meeting on December 14, 2010, with the 4

indicated modifications/amendments in bold.

Note that the present bylaws take precedence in case of differences or inconsistencies with the expanded bylaws.

TABLE OF CONTENTS

HEADINGS PAGE

Article I. Name, Territory and Office……………………………………7

Article II. Purpose………………………………………………………...7

Article III. Membership and Membership Meetings………………………7

1. Classes of Membership Authorized 2. Criteria for Membership 3. Evidence of Membership 4. Annual Meeting 5. Special Meetings 6. Action by Member Without a Meeting 7. Place of Meetings 8. Notice of Meetings 8.1 Written Notice 8.2 Notice by Publication 8.3 Waiver of Notice 9. Quorum 10. Adjournment 11. Organization 11.1 Chairperson 11.2 Secretary 12. Qualification of Voters 12.1 Votes Authorized 12.2 Qualification 13. Voting 13.1 Election of Directors 13.2 Other Actions of the Membership 14. Proxies 14.1 Proxies Authorized 14.2 Validation 14.3 Revocation 15. Inspectors of Election

15.1 Appointment 15.2 Powers 16. List of Members at Meeting Article IV. Board of Directors……………………………………………….12

1. General Management 2. Number 3. Qualifications 4. Compensation 5. Selection Procedure of Directors, Terms, and Vacancies 5.1 Selection Procedure 5.2 Terms of Office 5.3 Newly Created Directorships 5.4 Vacancies 6. Resignation 7. Suspension and Removal 7.1 Suspension 7.2 Removal 8. Meetings 9. Quorum 10. Adjournment 11. Organization 11.1 Chairperson 11.2 Secretary 12. Voting 13. Action by the Board of Directors 13.1 Action Defined 13.2 Written Consent 13.3 Electronic Communication 14. Annual Report Article V. Officers……………………………………………………………..16

1. Officers, Election, Term 2. Removal, Resignation 3. Duties 3.1 President 3.2 Vice-President

3.3 Secretary 3.4 Treasurer 3.5 Executive Director Article VI. Committees…………………………………………………………18

1. Appointments 1.1 Standing Committees 1.2 Ad Hoc Committees 2. Executive Committee 3. Board Development Committee 4. Audit & Finance Committee 5. Program and Policy Committee Article VII. Audit………………………………………………………………..20

Article VIII. Construction………………………………………………………...20

Article IX. Amendments………………………………………………………..21

Article X. Indemnification of Directors and Officers………………………….21

1. Derivative Actions 2. Other Actions 3. Nonexclusively Article XI. Fundamental Corporate Changes…………………………………..22

1. By-Law Amendment 2. Certificate of Incorporation 2.1 Amendment 2.2 Governing Effect 3. Merger or Consolidation 4. Dissolution 4.1 Procedure 4.2 Residual Assets Article XII. Conflict of Interest…………………………………………………23

1. Disclosure 1.1 Initial Disclosure

1.2 Subsequent Disclosure 1.3 Ongoing Obligation of Disclosure 2. Definition of Interest 3. Voting 4. Non-Participation 5. Attempts to Influence 6. Conflicts Review Committee 7. Standard of Review 8. Duty of Care, Loyalty and Obedience 8.1 Duty of Care 8.2 Duty of Loyalty 8.3 Duty of Obedience Article XIII. Prohibition Against Harassment…………………………………….26

Article XIV. Financial Policies…………………………………………………....26

1. Contracts 2. Checks, Drafts, Money Orders 3. Fiscal Year Article XV. Executive Compensation…………………………………………….27

1. Review and Analysis 2. Total Compensation 3. Evaluation and Review Article XVI. Rules of Order……………………………………………………….29

Appendix “A”………………………………………………………………..............30

Article I. Name, Territory and Office

Name. The Corporation shall be known as the Association for Scientific Advancement in Psychological Injury and Law, Inc. (ASAPIL, Inc.).

Territory. The Corporation shall conduct activities primarily in New York State subject to changes by the aforementioned Corporation.

Office. The principal office of the Corporation shall be located in the County of Erie, State of New York. This office shall direct Corporation activities and be the depository for all Corporation records. The Corporation may also have offices at such other places within the state as the board may from time to time determine or the business of the Corporation may require.

Article II. Purpose

The purpose of ASAPIL is to bring together qualified members and affiliates who are concerned with enhancing and promoting the science, practice, and education of the area of psychological injury and law. Its primary goal is to foster scientific study, publication, presentation, dissemination, and exchange of knowledge in the area, facilitating better psychological practice and education and better use of psychological expertise by the legal profession and the courts. In furtherance of its corporate purposes, the corporation shall have all general powers enumerated in Section 202 of the New York Not for Profit Corporation Law (N-PCL), together with the powers to solicit grants and contributions for corporate purposes.

Article III. Membership and Membership Meetings

Section 1. Classes of Membership Authorized. The Corporation shall have two classes of members, voting and non-voting.

Section 2. Criteria for Membership. The Board of Directors may establish criteria for membership, including a schedule of dues, and any waivers thereof, as well as procedural requirements for prospective members, unless otherwise proscribed by law, the Certificate of Incorporation and/or these By-Laws.

Section 3. Evidence of Membership. Each Member shall be issued a membership card or certificate indicating the appropriate membership form of the Member. Membership and membership cards or certificates are not transferable.

Section 4. Annual Meeting. A meeting of the Members entitled to vote shall be held for the election of Directors and the transaction of business in the month of August of each year on any day in that month as determined by the Board of Directors.

Section 5. Special Meetings. Special Meetings of the Members entitled to vote may be called at any time by the President, or a majority vote of the Board of Directors, provided there is a quorum at the meeting of the Board of Directors at which the action for a Special Meeting is taken, or upon the written request of at least ten (10) percent of the qualified voting Members of the Corporation.

Section 6. Action by Members Without a Meeting. Whenever under the Not-for-Profit Corporation Law, the Membership is required or permitted to take any action or vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the members entitled to vote thereon without abstention or dissention.

Section 7. Place of Meetings. Meetings of the Membership shall be held at the principal office of the Corporation or at such other place, within or outside the State of New York, as may be fixed by the Board of Directors.

Section 8. Notice of Meetings.

8.1. Written Notice. Written notice shall be given to Members entitled to vote of each meeting of the Membership. Notices shall state the place, dates and hours of the meeting and, unless it is an annual meeting or convention, shall also indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a Special Meeting shall also state the purpose or purposes for which it is being called. A copy of the notice of any meeting shall be given, personally or by first class mail not less than ten (10) nor more than fifty (50) days before the date of the meeting, or by another class of mail not less than thirty (30) nor more than sixty (60) days before such date, to all Members entitled to vote at such meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon pre-paid, directed to the Member at the Member’s address as it appears on the record of Members, or if the Member has filed with the Secretary a written request that notices to the Member be mailed to some other address, then directed to the Member at such other address. 8.2. Notice by Publication. Provided this Corporation has more than five hundred (500) Members, notice of meetings of the Membership may be served by publication, in lieu of mailing, in a newspaper published in the county in the state

in which the principal office of this Corporation is located, once a week for three

(3) successive weeks next preceding the date of the meeting. 8.3 Waiver of Notice. Notice of meetings of the Membership need not be given to any Member entitled to vote who submits a signed waiver of notice, whether before or after the meeting. The attendance of any Member entitled to vote at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by the Member. Section 9. Quorum. A quorum shall be required for the legal and proper conduct of the business of the Membership. Members entitled to cast the lesser of 100 or 10% of the total votes of the members shall constitute a quorum for the transaction of any business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Members.

Section 10. Adjournment. A majority of the Members entitled to vote present at any meeting of the Membership, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Members entitled to vote absent at the time of the adjournment, and unless such time and place are announced at the meeting, to the other Members entitled to vote.

Section 11. Organization

11.1. Chairperson. At all meetings of the Membership, the President, or, in his/her absence, the Vice-President or, in his/her absence, another Director chosen by the Membership shall preside. 11.2. Secretary. At all meetings of the Membership, the Secretary, or, in his/her absence, any Assistant Secretary or, in his/her absence, another Director chosen by the Membership shall act as secretary at the meeting. Section 12. Qualification of Voters.

12.1. Votes Authorized. Every Member of record of the Corporation shall be entitled to one vote upon each proposition coming before the annual Meeting or any Special Meeting of the Membership. 12.2. Qualification. The Board of Directors may fix a date as the record date for the purpose of determining the Members entitled to vote at any meeting of the members or any adjournment thereof, or to express consent to or dissent any proposal without a meeting. The record date shall not be more than fifty (50) nor less than ten (10) days before the date of the meeting. Section 13. Voting

13.1 Election of Directors. Members of the Board of Directors shall be elected by a plurality of the votes cast at a meeting of the Membership except as may otherwise be required by law, the Certificate of Incorporation and/or these By-Laws. 13.2. Other Actions of the Membership. Whenever any corporate action, other than the election of Directors, is to be taken by vote of the Membership, it shall, except as otherwise may be required by law, the Certificate of Incorporation and/or these By-Laws, be authorized by a majority of the votes cast at such meeting. Section 14. Proxies.

14.1. Proxies Authorized. Every Member entitled to vote at a meeting of the Membership or to express consent or dissent without a meeting may authorize another person or persons to act for such Member by proxy. 14.2. Validation. Every proxy must be signed by the Member or the Member’s attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided by proxy. 14.3. Revocation. Every proxy shall be revocable at the pleasure of the Member executing same, except as may otherwise be provided by law. The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the Member who executed the proxy, unless, before the authority is exercised, written notice of an adjudication of incompetence or of death is received by the Secretary or Assistant Secretary. Section 15. Inspectors of Election.

15.1. Appointment. The Board of Directors, in advance of any meeting of the Membership, may appoint one (1) or more inspectors to act at the meeting or any adjournment thereof. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or by the Chairperson thereat. Each inspector, before entering upon the discharge of his/her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his/her ability. 15.2. Powers. The inspectors shall devise the procedures by which corporate votes and elections are to be held. It shall be the responsibility of the inspectors to: determine the number of membership certificates outstanding and the voting powers of each; certify the existence of a quorum; assess the validity and effect of proxies; hear all challenges and questions arising in connection with the right to

vote; receive all votes or ballots; count and tabulate all votes or ballots; determine the results and certify the validity of all votes and elections; and, do such other and further acts as may be required to conduct elections or votes with fairness to all Members. On request of the Chairperson, or any Member entitled to vote at the meeting, the inspectors shall make a report, in writing, of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Section 16. List of Members at Meeting. A list or record of members entitled to vote, certified by the Secretary or any Assistant Secretary, shall be produced at any meeting of the Membership upon the request therefore of any member who has given written notice to the Corporation that such request will be made at least ten (10) days prior to such meeting. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list or record of members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list of record to be Members entitled to vote thereat may vote at such meeting.

Article IV. Board of Directors

Section 1. General Management. The general management of the affairs of this Corporation shall be vested in a Board of Directors. The Board of Directors shall have control of the property of the Corporation and shall determine its policies with the advice of its various committees. It shall have power to employ necessary staff and other help, authorize expenditures and take all necessary and proper steps to carry out the purposes of this Corporation and to promote its best interest.

Section 2. Number. There shall be at least five (5), but no more than fifteen (15), seats on the Board of Directors, including Officers. At the meeting of December 14, 2010, the BOD voted to have a board consisting of the President, two senior Vice Presidents, the VP Headquarters, the Past President, the President Elect, and two additional members when dedicated workers are found to fill the slots (a member at large from the journal section head list, and a

senior committee chair). At the meeting of February 23, 2011, the BOD voted to add any new incoming Editor in Chief of the journal Psychological Injury and Law to the board as member at large. Any incoming Law Co-editor and Associate Psychology Editor is entitled to join the board if they motivated to do so and understand their obligations.

Section 3. Qualifications. Each member of the Board of Directors must be at least eighteen (18) years of age.

Section 4. Compensation. Members of the Board of Directors shall receive no compensation for their services but may be reimbursed for the expenses reasonably incurred by them in the performance of their duties.

Section 5. Selection Procedure of Directors, Terms of Office & Vacancies.

5.1. Selection. The Membership shall elect all Directors of the Corporation. 5.2. Selection Procedure. All Members entitled to vote shall cast a vote for a number of candidates equal to the number of vacancies to be filled until the required number of Board members, as specified in Section 2 of this article, is achieved. If, at any time during this process, there is a tie among a number of candidates, which number is greater than the number of vacancies remaining, the voters shall thereupon vote again, casting a number of votes equal to the remaining vacancies. Only the candidates who are tied may run in this subsequent election. The remaining vacancies shall be filled as outlined above. All subsequent ties shall be dealt with as outlined herein. 5.4. Terms of Office. The term of office for a Board member shall be two (2) years unless otherwise provided in these By-Laws. One-third of the Board shall be selected every two years. The terms of office for all Directors shall begin on the day of their election and shall conclude upon the election of their successors. No Director may serve more than two (2) consecutive terms. 5.5. Vacancies. A vacancy in office shall arise upon the death, resignation, removal or lapse of membership of a Director. Except in the cases of the office of President, a vacancy on the Board of Directors occurring in the interim between annual meetings shall be filled by an interim successor appointed by the Board of Directors. At the next annual meeting following the vacancy, the Membership shall elect a permanent successor for the vacated position. In the event that the interim successor is subsequently elected to serve as a permanent successor, the first year of his/her term shall be deemed to have commenced upon his/her election, without regard to the duration of interim service. Section 6. Resignation. A Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in notice, the resignation shall take effect upon receipt thereof by the Board of Directors, the President or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.

Section 7. Suspension & Removal.

7.1. Suspension. Any or all of the members of the Board of Directors may be suspended for cause by two-thirds (2/3) majority vote of the Board, provided there

is a quorum for the meeting at which the action is taken. A Board Member who misses three (3) consecutive meetings, or a majority of regularly scheduled meetings in a fiscal year shall be automatically asked to resign and if same Director does not comply, he/she shall be suspended. After the second such missed meeting, the Secretary shall mail a warning to the Director warning him/her of impending Suspension. The period of suspension can last only until such time as the next regularly scheduled Annual Meeting or a Special Meeting of the Membership called for that purpose. During the period of suspension, the suspended Director shall not have any vote in any matter coming before the Board and shall not be entitled to attend any meeting of the Board. However, that Director must maintain his/her Duty of Loyalty to the corporation and must continue to report conflicts of interest until such time as he/she is removed by the Membership or resigns his/her position in writing. At any meeting where a vote is to be taken to suspend a member of the Board, the Director in question may attend and shall be given a reasonable opportunity argue in his/her defense.

7.2. Removal. Any or all of the Directors may be removed with or without cause by a two-thirds (2/3) majority vote of the Membership at the Annual Meeting or a Special Meeting of the Membership called for that purpose, provided there is a quorum for the meeting at which the action is taken. Section 8. Meetings. The Board of Directors shall endeavor to convene Regular Meetings on a monthly basis (reduced from 12 to 6

meetings per year, and to alternate with 6

yearly executive meetings; with all BOD members’ and journal section heads’ schedules taken into account in scheduling meeting times. Voted December 14, 2010, by the BOD). Regular Meetings of the Board of Directors may be held, with, or without, notice at such times as may be fixed from time to time by resolution of the Board of Directors. Special Meetings of the Board of Directors shall be held whenever called by the President, Vice President, Secretary, Treasurer or any Chairperson of a Standing Committee. Notice of Special Meetings shall be given personally or by telephone, electronic mail, facsimile or first class mail and shall state the purposes, time and place of the meeting. If notice is given personally or by telephone it shall be given not less than three (3) days before the meeting; if it is given by electronic mail, facsimile or first class mail, it shall be given not less than five (5) days before the meeting. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. Business at meetings shall be conducted pursuant to rules established by the Board of Directors. In addition, the Board, in its discretion, can determine whether to allow ex oficio (non-voting) members of the Board to attend Regular and Special Meetings of the Board.

Section 9. Quorum. A quorum shall be required for the legal and proper conduct of the business of the Board of Directors. A majority of the total number of members of the Board of Directors then in existence shall constitute a quorum for the transaction of any

business (and shall be no less than 4, if the active portion of the BOD consists of 5-6 members. Voted December 14, 2010, by the BOD). When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Board Members

(However, 4 members must be present to vote on any motion or issue. Voted December 14, 2010, by the BOD).

Section 10. Adjournment. A majority of directors present at a meeting of the Board of Directors, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Directors who were absent at the time of the adjournment, and unless such time and place are announced at the meeting, to the other Directors

Section 11. Organization.

11.1. Chairperson. At all meetings of the Board of Directors, the President, or, in his/her absence, the Vice-President or, in his/her absence, another Director chosen by the Board shall preside. 11.2. Secretary. At all meetings of the Board of directors, the Secretary, or, in his/her absence, any Assistant Secretary or, in his/her absence, another Director chosen by the Board shall act as secretary of the meeting. Section 12. Voting. Each member of the Board of Directors shall have one vote. A majority vote of those present, provided there is a quorum, shall be sufficient on any proposition presented and acted upon at a meeting.

Section 13. Action by the Board of Directors.

13.1. Action Defined. Except as otherwise provided by law or in these By-Laws, an “Action,” or “Act,” of the Board of Directors shall mean an action at a meeting of the Board authorized by vote of a majority of the Directors present at the time of the vote, provided a sufficient quorum is present. No other action of the Board is effective, notwithstanding the provisions in 13.2 and 13.3 below, unless it takes place in the context of a physical meeting of the Directors and votes by e-mail or through other electronic media except teleconference or videoconference pursuant to Section 13.3 shall be an effective means of meeting or voting. 13.2. Written Consent. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

13.3. Electronic Communication. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Section 14. Annual Report. The Board of Directors shall present at the Annual Meeting a report certified by a firm of independent public accountants selected by the Board, showing in appropriate detail the following:

a. The assets and liabilities, including the trust funds, if any, of the Corporation as of the end of the twelve-month fiscal period terminating not more than six months prior to said meeting; b. The principal changes in assets and liabilities, including trust funds, if any, during said fiscal period; c. The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes, during said fiscal period, and; d. The expenses or disbursements of the Corporation, both general and restricted to particular purposes, during said fiscal period.

This report shall be filed with the records of this Corporation and a copy thereof entered in the minutes of the proceedings of the Annual Meeting.

Article V. Officers

Section 1. Officers, Election, Term. The Board shall elect by majority vote a president, vice president, secretary and treasurer, and such other officers as it may determine, who shall be given such duties, powers and functions as hereinafter provided. Officers shall be elected to hold office for one year from the date of election and are limited to one term. Each officer shall hold office for the term for which he or she is elected and until his or her successor has been elected. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Removal, Resignation. Officers serve at the discretion of the Board of Directors. Any officer elected by the board may be removed by the Board. In the event of the death, resignation or removal of an officer, the president of the board shall appoint an

acting successor to fill the unexpired term. This appointment shall be confirmed or disapproved by the full board within the next two regular meetings.

Section 3. Duties

3.1. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation on behalf of the Board of Directors. He/she shall preside at all meetings of the Board of Directors. The President, the Secretary, the Treasurer or any other proper officer of the Corporation authorized by the Board of Directors may sign any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other Officer or agency of the Corporation. In general the President shall be the spokesperson for the Board of Directors and shall perform all duties as may be prescribed by the Board of Directors from time to time. 3.2. Vice President. In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President and/or the Board of Directors. 3.3. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, and be custodian of the corporate records of the Corporation. The Secretary shall keep a register of the post office address of each member and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President and/or the Board of Directors. In addition, the Secretary shall notify members of their election to office or their appointment to committees and keep a record of the transactions of the Corporation and of the Executive Committee. 3.4 Treasurer. The Treasurer shall be responsible for the supervision, on behalf of the Board of Directors, of all monies received or expended by the by the Corporation and shall keep the board informed on all pertinent financial matters. The Treasurer shall provide a financial report at all regular meetings of the Board of Directors in a format prescribed by the Board and shall present the annual financial report at the annual meeting of the membership; shall serve as the board’s liaison with the independent auditor; and shall serve as a member of the Audit and Finance Committee. In general, the Treasurer shall perform all the

duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

3.5. Executive Director. The Board of Directors may employ an Executive Director (chief administrative officer) who shall have general charge, subject to the overall control and direction of the Board, oversight and direction of the affairs and business of the Corporation, and sole responsibility for the employment and discharge of staff in accordance with Board established policies. The Executive Director shall be the principal administrative officer of the Corporation, charged with the duties of effectuating the purposes of the Corporation, carrying out the directives of the Board of Directors in performing any and all functions necessary and proper to ensure that the policies, objectives and aims of the Corporation are carried out and shall sit an ex officio non-voting Member of the Board of Directors. Article VI. Committees

Section 1. Appointments.

1.1. Standing Committees. The President shall, subject to approval of the Board, appoint the following standing committees -executive committee, a board development committee, an audit finance & personnel committee, and program committee. 1.2. Ad Hoc Committees. Additional committees may be created and appointed by the president with the consent of the board of directors as needed for special purposes. Section 2. Executive Committee. The Executive Committee shall be comprised of the elected Officers of the Corporation, to wit: President, Vice-President, Secretary and Treasurer, and chairs of all standing committees and each of these either individually, or collectively shall have the right to convene a Special Meeting of the Corporation. Additional members of the Board of Directors may be appointed to serve on the Committee at the discretion of the Board. The President shall serve as the Chair of the Executive Committee. The Executive Committee shall maintain surveillance of the business and affairs of the Corporation and shall be empowered to transact only such business as may be necessary between meetings of the Board of Directors, unless authorized otherwise by the Board of Directors. The Committee shall be responsible for overseeing the personnel affairs of the Corporation, including, but not limited to developing and reviewing personnel policies and evaluating, at least annually, the Corporation’s Executive Director. The Executive Committee cannot, without specific authorization by the Board of Directors, purchase real property, borrow money, amend the bylaws, or hire or terminate the

Executive Director. Meetings of the Committee may be called by the Chair or by any three

(3) members of the Committee. The Committee shall submit a report of its actions at all regularly scheduled or special meetings of the board. Section 3. Board Development Committee. The Board Development Committee shall consist of at least three members of the Board of Directors and shall not include officers of the Corporation. The Committee shall be responsible for ensuring that the composition of the Board of Directors accurately reflects the terms of Board and Committee members; monitoring board member participation and attendance; monitoring board member compliance with and signature of the annual Code of Ethics; regularly assessing the composition and function of the Board; recruiting Officers and Directors to be presented to the Board of Directors for nomination and then to the membership for election; coordinating orientation for new Directors and assuring the continued development and training of the Board; and monitoring board compliance with and making recommendations accordingly regarding loyalty, conflict of interest and ethical matters.

Section 4. Audit &

Finance Committee. The Audit & Finance Committee shall be comprised of appointed members of the Board of Directors, however, in no circumstances is the Independent Auditor, or an employee or relative of the Independent Auditor’s firm to serve on the Committee. The Treasurer shall serve on the Committee but shall not chair the Committee. The Audit & Finance Committee shall be responsible for overseeing the audit, both internal & external, the fiscal affairs of the Corporation. The Committee shall develop a budget for approval by the Board of Directors, propose policies governing the finances of the Corporation for adoption by the Board, review any and all audits of the Corporation or any of its programs or contracts performed, and shall respond in writing, subject to approval of the Board of Directors, to such audits, including the management letter, stating any and all remedies to deficiencies or improvements in fiscal policies and procedures cited or recommended.

Section 5. Program and Policy Committee. The Program Committee shall monitor community needs, program developments and evaluation activities, and make recommendations to the board regarding new program initiatives. The Committee shall also provide board oversight and make recommendations accordingly with respect to advocacy activities and positions. This Committee shall provide such quality assurances with regards to program efficiency, implementation, etc. as the Corporation may from time-to-time require.

Article VII. Audit

The accounts of the Corporation shall be audited each year by an independent certified public accountant who is not, nor any member of his or her firm, an officer, board member,

employee or volunteer of the Corporation or has an immediate family member who is. Said certified public accountant, his or her form, and any related entities shall perform only audit-related business, and no other business whatsoever, with the Corporation.

Article VIII. Construction

If there is any conflict between the provisions of the certificate of incorporation and the by-laws, provisions of the certificate of incorporation shall govern.

Article IX. Amendments

By-laws may be amended, repealed or altered in whole or in part by the majority vote of the Directors or Members of the Corporation present at any regular meeting or special meeting called for that purpose.

Article X

Indemnification of Directors and Officers

Section 1. Derivative Actions. The corporation, by virtue of Section 22 of the Not-for-Profit Corporation law, shall indemnify any person made party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that (s)he, her/his testator, or intestate, is or was a director of officer of the corporation, against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by her/him in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such director or officer is adjudged to have breached her/his duty to the corporation under Section 717 of the Not-for Profit Corporation Law. Such indemnification shall in no case include amounts paid in settling or otherwise disposing of a threatened action, or a pending action with or without court approval, or expenses incurred in defending a threatened action, or a pending action which is settled or otherwise disposed of without court approval.

Section 2. Other Actions. The corporation, by virtue of Section 723 of Not-for-Profit Corporation Law, shall indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that (s)he or her/his testator, or intestate, was director, or officer of the corporation, or served such other corporation, partnership, joint venture, trust or other enterprise in any capacity, against

judgments, fines, amount paid in settlement and reasonable expenses, including attorney’s fees actually and necessarily incurred as a result of such action and proceeding, or any appeal therein, if such director, officer or employee acted in good faith for a purpose that (s)he reasonably believed to be in the best interests of the corporation or that (s)he had no reasonable cause to believe that her/his conduct was unlawful.

The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such director or officer did not act in good faith for a purpose that he reasonably believed to be in the best interests of the corporation or that (s)he had reasonable cause to believe that her/his conduct was unlawful.

Section 3. Nonexclusively. Sections 1 and 2 of this article shall be exclusive but shall include, by implication, any and all rights and remedies available to the corporation, the directors, and officers by statute or otherwise, including but not limited to the purchase and maintenance of insurance to fund the aforementioned indemnification pursuant to Section 727 of the Not-for-Profit Corporation Law.

Article XI. Fundamental Corporate Changes

Section 1. By-Law Amendment. These By-Laws may be amended, repealed or altered in whole, or in part, at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose by a two-thirds (2/3s) majority vote of the Board of Directors, and those entitled to cast ballots for a resolution of the Membership, provided there is a quorum for all corporate meetings at which such actions are taken.

Section 2. Certificate of Incorporation.

2.1. Amendment. An amendment, repeal or alteration, in whole or in part, of the Corporation’s Certificate of Incorporation shall be authorized, by a two-thirds (2/3) majority vote of each the Board of Directors and those entitled to cast ballots for a resolution of the Membership, if applicable, at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, provided there is a quorum for all corporate meetings at which such actions are taken, and shall become effective once all statutory approvals are subsequently secured and the applicable Certificate of Amendment or Restated Certificate of Incorporation is accepted for filing by the New York State Department of State. 2.2. Governing Effect. If there is any conflict between the provisions of the Certificate of Incorporation, as may be amended, and these By-Laws, the provisions of the Certificate of Incorporation shall govern.

Section 3. Merger or Consolidation. The Merger or Consolidation of this Corporation shall be authorized, by a two-thirds (2/3) majority vote of each the Board of Directors and those entitled to cast ballots for a resolution of the Membership, if applicable, at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, provided there is a quorum for all corporate meetings at which such actions are taken, and shall become effective once all statutory approvals are subsequently secured and the applicable Certificate of Merger or Consolidation is accepted for filing by the New York State Department of State.

Section 4. Dissolution.

4.1. Procedure. The Dissolution of this Corporation shall be authorized, by a two-thirds (2/3) majority vote of each the Board of Directors and those entitled to cast ballots for a resolution of the Membership, if applicable, at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, provided there is a quorum for all corporate meetings at which such actions are taken, and shall become effective once all statutory approvals are subsequently secured and the applicable Certificate of Dissolution is accepted for filing by the New York State Department of State. 4.2. Residual Assets. As part of the process of obtaining a corporate Dissolution, the Corporation shall endeavor to ensure that any residual corporate assets shall be donated to another tax-exempt, not-for-profit organization with purposes similar to those of this Corporation and use its best efforts to have same authorized by all regulatory agencies and the Courts. This Corporation may be dissolved by a two-thirds (2/3) majority vote of the Board of Directors, following review of a dissolution plan prepared by the Board. Upon dissolution of the Corporation, any residual assets shall be donated to a not-for-profit organization with purposes substantially similar to this corporation.

Article XII. Conflict of Interest

Section 1. Disclosure.

1.1. Initial Disclosure. Prior to election to the Board, and thereafter on an annual basis, all Directors shall disclose in writing, to the best of their knowledge, any Interest (as defined herein) such a Director may have in any corporation, organization, partnership, other entity or individually which provides professional or other goods or services to the Corporation for a fee or other compensation, and any position or other material relationship such Director may have with any other not-for-profit corporation with which

the Corporation has any business relationship (collectively, a "Conflict of Interest"). A copy of each disclosure statement shall be available to any Director of the Corporation on request.

1.2. Subsequent Disclosure. If at any time during his or her term of service, a Director acquires any Interest or otherwise a circumstance arises which may pose a Conflict of Interest, that Interest or other Conflict shall be promptly disclosed to the Chairman of the Board. 1.3. Ongoing Obligation of Disclosure. When any matter for decision or approval comes before the Board, or any committee of the Board, in which a Director has an Interest or other Conflict, that Interest or other Conflict shall be immediately disclosed to the Board or relevant Committee by that Director. Section 2. Definition of Interest. Whether a Director has an Interest as an individual, or with an entity, shall be determined by whether that Director would derive a material individual economic benefit, either directly or indirectly, from any transaction or relationship involving him/herself or the entity or any decision on a matter involving him/herself and the entity by the Board or a committee thereof. The fact that the Director, or an entity with which he he/she is affiliated may advocate, lobby or otherwise encourage governmental action on matters of general impact shall not constitute an Interest or Conflict pursuant to the terms of this provision.

Section 3. Voting. No Director shall vote on any matter in which he or she has a Conflict of Interest.

Section 4. Non-Participation. Any Director who has a Conflict of Interest in a matter shall leave the room in which discussion regarding that matter is carried on, if so requested by the Board or the relevant Committee, provided that the interested Director may participate in any discussion regarding his or her absence.

Section 5. Attempts to Influence. Directors shall not attempt to influence other Directors regarding matters in which they have a Conflict of Interest, without first disclosing that Conflict of Interest.

Section 6. Conflicts Review Committee. Unless another standing committee should have a charge authorizing it to address the topics discussed herein, an ad hoc Conflicts Review Committee of the Board of Directors, comprised entirely of Directors without an Interest (as defined herein) in a given transaction, shall be duly appointed and convened by the Board to review any transaction or agreement that is proposed for approval by the Board, which might be considered to constitute a Conflict of Interest (an "Interested Party Transaction") for a particular Director. If no formal Conflicts Review Committee is

convened, the Board (not including the Director having an Interest in the applicable transaction) may act in its stead.

Section 7. Standard of Review. In any instance where an Interested Party Transaction is being reviewed, and is so material that it would customarily warrant formal approval by the Board of Directors, either the Transaction Review Committee shall thoroughly review the transaction and submit to the Board a recommendation as whether or not it should be to approved, or the Board, itself, shall thoroughly review the transaction and render a binding determination as to whether it should be to approved. Any recommendation or decision by the Transaction Review Committee or the Board concerning a Conflict of Interest shall be approved by a two-thirds (2/3) majority vote of the Directors entitled to vote on the matter and comply with each of the following requirements:

A. to the extent practicable, all recommendations or decisions shall be rendered upon review of information compiled from at least two (2) independent appraisals of other comparable transactions; and, B. a written summary of the review shall be prepared, revealing the details of the transaction, materials or other information reviewed, Directors present at times of discussion, identities of those who voted in favor of the transaction, opposed the transaction, abstained from voting and/or absent and confirmation of the action taken. Section 8. Duty of Care, Loyalty & Obedience.

8.1. Duty of Care. All members of the Board of Directors shall exercise the same standard of care that a reasonable person, with similar abilities, acumen & sensibilities, would exercise under similar circumstances at all times. Each Officer and Director of the Corporation shall endeavor to understand all, or substantially, all of the consequences of his/her actions and/or the omissions. 8.2. Duty of Loyalty. No Officer or Director shall be permitted to engage in, or condone, any conduct that is disloyal, disruptive, damaging or competes with the Corporation. No Officer or Director shall be permitted to take any action, or establish any interest, that compromises his/her ability to represent the Corporation’s best interest. All Directors are expected to represent the interests of this Corporation at all times while serving as members of the Board of Directors. 8.3. Duty of Obedience. No officer, director or employee shall be permitted to disobey an authorized decision of the Board of Directors and/or Membership. Article XIII

Prohibition Against Sexual, Racial, Religious, and Age based Harassment

Harassment of any kind is not productive and will not be tolerated by the Corporation. Any individual bound by these bylaws who is subject to verbally abusive language relating to gender, race, religion, or age, or who experiences sexually oriented physical touching or suggestive language is encouraged to report it immediately to the President of the Board of Directors. In the event that the allegation concerns the Board President, the report is to go to the Vice-President. Any individual bound by these by-laws who is aware of such verbally or physically abusive conditions should report such activity immediately.

The general policy will be reflected in the personnel procedures and program procedures promulgated by the corporation to cover its employees as appropriate. However, nothing in this Article will bind the employees of the Corporation, who will instead be covered by the procedures contained in their personnel policies and program procedures.

Article XIV Financial Policies

Section 1. Contracts. The board of directors may authorize any officer or officers, 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 may be confined to specific instances.

Section 2. Checks, Drafts, Money Orders.

A. 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, 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. B. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice-president of the corporation. C. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, savings and loan associations, or other depositaries as the board of directors may select (See the front matter for the name of the initial bank chosen).

D. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for any purpose of the corporation. Section 3. Fiscal Year. Fiscal Year. The fiscal year of the corporation shall be the calendar year.

ARTICLE XV Executive Compensation

Section 1. Review and Analysis. At least annually the Board of Directors, and/or its Executive Committee or any other committee created by the Board for this purpose shall engaged in a compensation analysis of the Executive Director and any other “disqualified persons” to run concurrently with that individuals’ annual performance evaluation. This compensation analysis shall examine the following criteria to determine, on an annual basis, the reasonableness of Executive Compensation as it applies to this organization.

A. Set forth that the purpose of the respective meeting is to review the total compensation of the President and Chief Executive Officer with respect to the reasonableness of such based on the services to be provided to organization. B. Disclose any relationship Organization’s President and Chief Executive Officer has with any Board members or officers of organization. C. Each of the following questions should be asked and documented in the meeting minutes. If there is any potential conflict of interest with regard to any of the directors/officers present at the meeting, it needs to be addressed prior to the compensation discussion. Note: Any individual who answers “yes” to any of the questions below should recuse themselves from the meeting. v

Whether the employee receives any additional economic benefit from the organization, directly or indirectly, other than the compensation described.

v

Whether any Board member present at the meeting is related to, or employed by the individual or any entity in which the employee has at least a 35% voting/controlling interest.

v

Whether any Board member receives compensation or other payments subject to approval by the employee.

v

Whether any Board member has a material financial interest affected by reviewing the employee’s compensation.

v Whether the employee is present during the Board’s discussion of the proposed compensation or is otherwise participating in the review.

Section 2. Total Compensation Describe the total compensation as indicated in this Compensation Analysis plus any changes that have been made and provide the Board members with an opportunity to ask questions and discuss any issues that may arise considering the reasonableness of the total compensation only, and then only after this Compensation Analysis is distributed and reviewed by them. Address any questions the Board may have in connection with the Compensation Analysis. The Board should discuss the available information and made a determination regarding whether it believes it has sufficient comparative information from like or similar tax-exempt entities to assist it in determining whether it has the appropriate data concerning comparable compensation paid to similar officers in like circumstances.

Section 3. Evaluation and Review If employee is a current employee, review the employee’s performance during the prior employment period.

A. Factors to review may include, but are not limited to, the following: .

years in the industry; .

years in a management/executive role; .

years in position; .

significant contributions to the growth and development of organization; .

unique qualifications, experiences and competencies;  responsibilities performed outside employee’s defined responsibilities of his position;  whether the employee’s performance met, exceeded or was below expectations; and  any added value the employee may have brought to the organization based on the above factors. B. The Board’s discussion of these factors should be thoroughly documented in the meeting minutes. C. Based on the Board’s discussion and findings, the Board must determine whether the total compensation to be paid to the employee is reasonable based on all the information before the Board and adopt the formal resolutions memorializing the compensation package of Organization’s President and Chief Executive Officer. ARTICLE XVI Rules of Order

In all matters of parliamentary procedure not covered or contradicted by these by-laws, the Laws of the State of New York, in particular the Not-for-Profit Corporation Law, the rules and regulations of the State of New York as codified in the New York Code of Rules and Regulations (NYCRR), the Internal Revenue Service Code, and the Income Tax Regulations promulgated there under, and by the contracts entered into by the Corporation with government, foundation or other funding sources, Roberts Rules of Order, newly revised, shall be used as a guideline in answering all questions of proper parliamentary procedure.

Date of Adoption by the Board of Directors

Appendix A

In addition, relative to the requirements set forth for Board Members, please find below, an Ethics Pledge that the Board Development Committee enforces, which will serve as a method to guarantee that requirements have been met:

Code of Ethics for Members of the Board of

As a 501 (c) not-for-profit corporation domiciled in the State of New York, the Board of Directors is committed to maintaining the highest standard of conduct in carrying out its fiduciary duties of care, obedience and loyalty in pursuit of its charitable mission.

As such, each and every member of the board of directors shall adhere to the following code of conduct:

Bylaws & Policies

 Be aware of and fully abide by with the constitution, bylaws and policies of the corporation, pursuant to the Not-for-Profit Corporation Law (N-PCL) of the State of New York.  Ensure compliance of the corporation with all laws, regulations and contractual requirements  Respect and fully support the duly made decisions of the board in pursuit of the Duty of Loyalty owed by every member of the Board of Directors.

 Respect the work and recommendations of committees who are duly charged and have convened and deliberated accordingly, pursuant to the N-PCL.  Work diligently to ensure that the board of directors appropriately remains a policy-making, not an implementing, governing body  View and act towards the Executive Director as the chief administrative officer with the sole responsibility for the day-to-day management of the organization and the implementer of board established policies  Membership applications: the association shall not engage in any exclusionary practices, e.g., with respect to sex, race, or any nonmerit factor;  Board of directors: the association shall not engage in any exclusionary practices, e.g., with respect to sex, race, or any nonmerit factor;  Hiring policies: the association shall not engage in any exclusionary practices, e.g., with respect to sex, race, or any nonmerit factor;  Employment matters: the association shall follow all relevant federal, state, and local statutes and regulations, e.g., with respect to sexual harassment and other forms of discrimination, in all aspects of its policies and activities;  Functioning as an association: the association shall promulgate an ethics policy, e.g., about discrimination, that applies to all aspects of its policies and activities, addressing all constituents, from general membership to the board, from staff to volunteers, from the public to customers/ users to agents/ vendors, and all activities, from finances to conflict of interest to dealing with the public. Informed Participation

 Attend most, if not all, meetings of the board and assigned committees  Keep well-informed of all matters, including financial, that come before the board and or assigned committees  Constructively and appropriately bring to the attention of the board, officers, committee chairs and/or Executive Director any questions, personal views, opinions and comments of significance on relevant matters of governance, policymaking and our constituencies  Oppose, on the record, board actions which one disagrees  Commit to voting a particular way on an issue before participating in the board or executive committee considering the issue  Respect and follow the “chain of command” of the board of directors  Act in ways which do not interfere with the duties of the Executive Director or undermine his/her authority with staff members Conflict of Interest, Representation & Confidentiality

 Declare any and all duality of interests or conflicts of interests, material or otherwise, that may impede or be perceived as impeding the capacity to deliberate or act in the good faith best interests of the corporation, and conform with the procedures for such disclosure and actions as stated in the bylaws or otherwise established by the board of directors, pursuant to N-PCL.  Accept or seek, on behalf of self or any other person, any financial advantage or gain other than nominal value (as defined and determined by the IRS) which may be offered as a result of the board member’s affiliation  Maintain full confidentiality of information obtained as a result of board service  Represent the best interests of the corporation as defined by the board of directors to the organization’s constituencies, clients/customers, stakeholders, and the public at large including not taking any public position on any issue that is not in conformity with the official position of the corporation  Speak positively of the organization to all current and potential stakeholders and constituencies  Not use or otherwise relate one’s affiliation with the board with the promotion of partisan politics  Adhere to the decisions of the board of directors as if they were one’s own, only challenging those binding decisions that place the corporation in jeopardy, whether financial or otherwise. Interpersonal

 Promote collaboration and partnership among all members of the board  Maintain open communication and an effective partnership with the Executive Director  Listen carefully to and respect the opinions of fellow board members and the Executive Director  Be “solution focused”, offering criticism in a constructive manner  Always work to develop and improve one’s knowledge and skills as a board member Certification

I, the undersigned, certify that I have read and understand the Code of Conduct of the corporation. I agree that my actions will fully comply with the statements and intent of the Code of Conduct. I affirm that neither I, or any member of my family or household, has had an interest or taken any action which contravenes the conflict of interests policies of the organization or impedes my ability to act as a fiduciary and in the best interests of the corporation, except those interests or actions as stated and fully disclosed below.

(Board Member Signature) (Date)

Disclosure of Conflicts of Interests... Nature of Conflict(s)

Board Member Name (print) _______________________ Signature_____________________________