Bylaws of the Clay Family Society, Inc.

  4. The name of this organization, which is incorporated under the laws of the state of
  5. Ohio as a not for profit organization, is the Clay Family Society, Incorporated
  6. (CFS), hereinafter called the Society. The principal address of the Society and all
  7. corporate records will be stored behind the firewall of the CFS website at
  11. This Society has been formed and incorporated for educational purposes to
  12. encourage research and foster understanding of the genealogy and history of all
  13. branches of the Clay family. This includes activities that support the study of
  14. genealogy, family history, regional history, and in particular the origin of families
  15. surnamed Clay, without regard to variant spellings of the name.
  18. The membership shall be open to all interested persons who are willing to
  19. complete the Registration form, pay dues and participate in the organization. Only
  20. members of a family in good standing are entitled to vote or to hold office. Active
  21. members in good standing are those whose dues are up-to-date by the date of
  22. any action on which there is a vote.
  24. Section 3.01 Membership
  25. Membership is open to anyone or family interested in the Clay Family Society who
  26. has Registered and who has paid dues.  Dues may be adjusted periodically by
  27. majority vote by the Board.  Those who have not paid their dues will not be 
  28. eligible to vote or receive the newsletter until such dues are paid.  Honorary 
  29. memberships may be granted to members deemed to have provided 
  30. distinguished service to the Clay Family Society by a majority vote of The Board 
  31. of Directors. Membership is for a household, which shall receive one copy of any 
  32. printed publication and each membership will have one vote in Society business.
  34. Section 3.02 Lifetime Membership
  35. Honorary Lifetime Member status may be granted by the membership for
  36. particular people, current or non-members, for their contributions to the Society.
  37. Dues are waived for the lifetime of the honoree. Honorees hold all rights and privileges of active members.
  39. Section 3.03 Rights of Membership.
  40. Active members of the Society shall have the right to vote in the election of
  41. Society officers or in any election to dissolve the Society. They shall also have the
  42. right to vote on amendments to the Society bylaws, and to participate in matters
  43. as set forth in this document and the laws of the state of Ohio. The Society may
  44. benefit, serve or assist persons, who are not current members of the Society, with
  45. genealogical projects which may afford considerable benefit to the Society. The
  46. Board of Directors may restrict the provisions of such benefits, services, and
  47. assistance. No member shall be entitled to any part of the income of the Society.
  49. Section 3.04 Termination of membership.
  50. Membership shall terminate on occurrence of any of the following events: death of
  51. the member; resignation of the member, on notice to the secretary of the Society;
  52. expiration of the period of paid up membership; suspension based on a good faith
  53. determination by the Board of Directors that the member has failed in a material
  54. and serious degree to observe the rules of conduct of the Society, or has engaged
  55. in conduct materially and seriously prejudicial to the purposes and interests of the
  56. Society.
  58. Section 3.05 Liability for debts or obligations.
  59. No member of the Society, as such, shall be personally liable for the debts, liabilities, or obligations of the Society.
  62. Membership dues of the Society shall be recommended by the Board of
  63. Directors and approved by two-thirds of the membership at the biennial meeting.
  64. An annual membership commences with payment of dues and expires one
  65. calendar year after the date of payment. However, dues may be paid in advance
  66. for any number of years. Advance payments of dues are not refundable.
  69. Section 5.01 Biennial Business Meeting
  70. A biennial business meeting of the members of the Society shall be held at a time
  71. and place determined by the Board of Directors for the purpose of electing
  72. directors and officers, and for the consideration of all other matters which either
  73. the President or the majority of the members deem advisable. The biennial
  74. meeting shall be held in conjunction with the Society Gathering in a place of
  75. interest to Clay family researchers or online recommended by the Board and
  76. approved by the membership. In the event of exigent circumstances where that
  77. place is deemed not feasible, the Board has the right to change the place or to
  78. conduct the meeting via technology.
  80. Section 5.02 Notice of meetings
  81. Written notice of the biennial and all special meetings of members shall state the
  82. time, place (and, with respect to special meetings, the purposes thereof) and
  83. shall, unless waived in writing by such members, be given by the President or the
  84. Secretary to each member entitled to notice of such meeting by e-mail or ordinary
  85. mail at least ten (10) days but not more than ninety (90) days before the date fixed
  86. for such meeting. Such notices shall be addressed to the member at his or her
  87. address as the same appears upon the records of the Corporation, and may be
  88. included as part of the newsletter.
  90. Section 5.03 Quorum
  91. A quorum for any meeting of the Society shall consist of those members in good
  92. standing who are present. The Secretary and Treasurer will maintain a list of
  93. members eligible to vote. There shall be no voting by proxy.
  95. Section 5.04 Special Meetings
  96. Special meetings of the members shall be held at such times and places, within or 
  97. without the State of Ohio, by email or via other technology as may be specified in 
  98. the notice whenever called by any of the following: the President; in case of the 
  99. President’s absence, death or disability, the Vice President; fifty percent (50%) of 
  100. the voting members; or a majority of the members of the Board of Directors acting 
  101. with or without a meeting. Upon a request in writing delivered to the President or 
  102. to the Secretary by any persons entitled to call such meeting of members, stating 
  103. the purposes for which such meeting is called, it shall be the duty of the President 
  104. or the Secretary to give notice thereof to the members in the manner set forth in 
  105. Section 5.02 of this Article, and if such request be refused, then the persons 
  106. making such request may fix the time of the meeting, and give the notice thereof 
  107. in the manner set forth.
  110. All of the authority of this Corporation shall be exercised by the Board of Directors, 
  111. except as otherwise provided in the Articles of Incorporation, this document, or by 
  112. current Ohio Revised Code. 
  114. The Board of Directors will have power to adopt 
  115. policies from time-to-time, to implement these Bylaws and to carry out the goals 
  116. and mission of the Society.
  118. Section 6.01 Composition
  119. The Board of Directors of the Society will consist of the President, Vice-President, 
  120. Secretary, Treasurer, Meetings Officer, Communications Officer, and two Directors 
  121. at Large. 
  123. There shall be a minimum of three and a maximum of eight Directors at 
  124. any given time to conduct business. There may also be such other appointees to 
  125. committees or positions established by the Board of Directors, with specific 
  126. powers and responsibilities as shall be delineated in the Notice of Establishment. 
  128. Any two offices may be held by the same person, but no officer shall have a vote, 
  129. nor execute, acknowledge or verify any instrument in more than one capacity. 
  131. The officers will not be compensated for their duties, unless determined otherwise 
  132. by the members from time to time.
  134. Section 6.02 Duties of the Board of Directors
  135. The Board of Directors shall be subject to the orders of the Society and none of its 
  136. acts shall conflict with action taken by the Society. The Board shall:
  137. A. Have general supervision of the affairs of the Society between meetings
  138. B. Fix the date, time, and place of Society Gatherings and business meetings
  139. C. Establish expense reimbursement policies
  140. D. Set and follow a annual budget
  141. E. Ensure passwords are changed whenever key positions turn over
  142. F. Make recommendations to the Society
  143. G. Adopt rules as needed to carry on the business of the board, provided such 
  144.     rules are not in conflict with this document, any Bylaws or any special rules 
  145.     of order or standing rules adopted by the Society.
  147. Section 6.03 Terms of office
  148. Officers shall serve four year terms, with half of such officers being elected at 
  149. each biennial meeting. 
  151. This staggered pattern assures both continuity and 
  152. regular turnover of those in office. Newly elected officers shall be installed as the 
  153. last item of business during the biennial business meeting and shall assume office 
  154. and all attendant responsibilities at the close of the biennial meeting. An officer 
  155. may hold more than one position at a time, but has only one vote in Society 
  156. business.
  158. Should an event such as an Act of God or other 
  159. circumstance beyond the Board’s control, prevent conducing of a biennial 
  160. Gathering and/or business meeting, empaneled Board members may continue 
  161. in their roles until such time as the business meeting may be safely conducted 
  162. in person or via technology. 
  164. The Board will meet at least annually, unless otherwise determined. Meetings will 
  165. be at the call of the President. A majority of Officers and Directors shall constitute 
  166. a quorum for transaction of business.  Meetings may be conducted in person or 
  167. through electronic means.  Actions may be taken without a formal meeting, 
  168. however each Director must consent to the action in writing.
  170. All officers must be dues paying members and must be willing and able to attend 
  171. all Board meetings.  Failure to attend a Board meeting, except for health reasons, 
  172. may result in the Board appointing a replacement.  Should a vacancy occur 
  173. before their term has ended, the Board of Directors shall appoint a qualified 
  174. member to fill out the unexpired term.
  176. A majority of current board members makes a quorum. Any Board member may 
  177. be added or removed by a quorum vote of  members.
  179. Section 6.04 Nominations
  180. A nominating committee consisting of three members from the general 
  181. membership (President excluded) and shall be appointed by the President at the 
  182. biennial meeting for the next meeting. This committee will be responsible for 
  183. soliciting nominees from the membership and presenting at the biennial meeting a 
  184. slate of officer and director candidates recommended for election for the coming 
  185. cycle.
  187. Section 6.05 Elections
  188. A. Officers shall be elected at the regular biennial meeting of the Society.
  189. B. Each officer must be, at the time of the election, a current member of the
  190.     Corporation Society in good standing
  191. C. Nominations may be made from the floor, providing consent has been
  192.     obtained from the nominee.
  193. D. Elections shall be by ballot except that where there is only one nominee for 
  194.     an office, election may be by voice vote.
  195. E. Members entitled to vote at any meeting of members shall be those
  196.     members in good standing as of the meeting date and present at the 
  197.     meeting.
  198. F. The affirmative vote of a majority entitled to vote on any matter, as defined
  199.     in this document, shall be the act of the members.
  200. G. In any election of officers, the candidates receiving the highest number of 
  201.     votes are elected.
  202. H. Each member shall have the right to vote for as many nominees as there 
  203.     are vacancies in elected offices to be filled by the members.
  205. Section 6.06 Vacancy in or Removal from Office
  206. A. An officer may resign at any time by giving written notice to the Board of 
  207.     Directors, which resignation may or may not be made contingent on formal 
  208.     acceptance and which shall take effect on the date of receipt or, if approved 
  209.     in writing by the Board, at any later time specified in such notice.
  210. B. Officers may also be removed by a two-thirds majority vote of the 
  211.     membership.
  212. C. Officers will be replaced by a majority vote of the Board, to serve out the 
  213.     term of office of the resigned or removed officer.
  214. D. An officer appointed to fill a vacancy shall serve out the term of office of the 
  215.     officer s/he has replaced.
  217. Section 6.07 Duties of Officers
  218. Officers shall perform the duties provided in this section and such other duties as 
  219. are prescribed for the office in these Bylaws. Officers will not vote on issues of 
  220. conflicting interest when they are officers or staff of other equivalent organizations. 
  221. The officers will not be compensated for their duties, unless determined otherwise 
  222. by the members from time to time, but they may be reimbursed for expenses 
  223. advanced for the Society as approved by the Board of Directors.
  224. A. The President shall preside at all meetings of the organization, perform 
  225.     such duties as set out in this document, appoint committees, serve as ex-
  226.     officio member of all committees except the nominating committee, and be 
  227.     authorized to sign checks disbursing monies of the organizations. However, 
  228.     checks larger than Two Hundred Fifty Dollars ($250.00) shall be 
  229.     countersigned or be authorized in writing by either the Vice President or 
  230.     Treasurer.
  231. B. The Vice president shall preside at all meetings in the absence of the 
  232.     President, be authorized to sign checks and perform such other duties as 
  233.     may be requested by the President. However, checks larger than Two 
  234.     Hundred Fifty Dollars ($250.00) shall be countersigned or be authorized in 
  235.     writing by either the President or Treasurer. The Vice President will chair 
  236.     the nominating committee.
  237. C. The Secretary shall record the proceeding of all Board and general 
  238.     meetings, answer all mail, and perform such other duties as requested by 
  239.     the President. The secretary will also maintain a complete membership 
  240.     roster consisting of at least each member’s name and their town, state, zip-
  241.     code and e-mail addresses.
  242. D. The Treasurer of the organization is the officer entrusted with the custody of 
  243.     its funds. This officer may disburse funds by authority of the Society as the 
  244.     Bylaws prescribe and in accordance with generally accepted accounting 
  245.     principles and such procedures and practices as may be established by the 
  246.     Board of Directors from time to time.  However, checks larger than Two 
  247.     Hundred Fifty Dollars ($250.00) shall be countersigned or be authorized in 
  248.     writing by either the President or Vice President. The Treasurer is required 
  249.     to make a full financial report annually, prepare the annual budget for the 
  250.     Board’s review and approval and to make such interim reports as the 
  251.     membership or the Board may direct.
  252.     a) The Treasurer shall be custodian of all funds, disbursing them as 
  253.           directed herein.
  254.     b) The Treasurer shall keep proper books and keep accurate account of 
  255.           the finances of the Corporation and shall present at the biennial meeting 
  256.           of members a financial statement including a summary of profits and 
  257.           other changes in the surplus account of the Corporation, and a balance 
  258.           sheet containing a summary of the assets and liabilities as of the close 
  259.           of the Corporation’s fiscal year.
  260.     c) The financial statement shall have appended thereto a certificate signed 
  261.           by the President, Vice President and the Treasurer, or by a public 
  262.           accountant or a firm of public accountants, to the effect that the financial 
  263.           statement presents fairly the financial position of the Corporation and the 
  264.           results of its operations in conformity with generally accepted accounting 
  265.           principles applied on a basis consistent with that of the preceding period 
  266.           or such other certificate as is in accordance with sound accounting 
  267.           practice.
  268.     d) The Treasurer shall also prepare and distribute financial statements to 
  269.           the Board of Directors semi-annually or at any time upon two weeks’ 
  270.           notice at the request of the Board. At any meeting of the Board of 
  271.           Directors, the Treasurer shall furnish summary statements of the 
  272.           financial condition of the Corporation as of the date requested by the 
  273.           President or the Board of Directors.
  274.     e) Upon the expiration of his or her term of office, the Treasurer shall 
  275.           deliver all money, books, papers and other property of the Corporation 
  276.           that shall be in his or her possession or under his or her control to his or 
  277.           her successor in office.
  278. E. The Communications Director shall arrange for production, editing, 
  279.     proofreading and print or electronic publication of Society documents 
  280.     including the newsletter Pieces Of Clay, website articles, social media 
  281.     posts, meeting programs and journals, submitting bills for publication to the 
  282.     treasurer for payment. S/he shall see that copies are available at all times 
  283.     and perform such other publication duties as assigned by the Board.
  284. F. The Meetings Director will be responsible for planning and carrying out the 
  285.     biennial meeting in consultation with the Board of Directors. This will 
  286.     include, but is not limited to, surveying sites and venues, arranging for hotel 
  287.     and meeting room accommodations, arranging group activities, obtaining 
  288.     speakers and entertainment and developing programs and handouts in 
  289.     conjunction with the Publications Director.
  290. G. At-large members may chair committees, may act as members of standing 
  291.     committees, and conduct special projects as requested by the Board.
  293. Section 6.08 Meetings
  294. The Board of Directors may meet annually, at the discretion of the Board, at 
  295. such times as the Board of Directors determines. Special meetings of the Board 
  296. of Directors may be called from time to time by the President or, in absence or 
  297. incapacity of the President, by the Vice President and any two (2) members 
  298. of the Board.   All meetings of the Board of Directors shall be held at such 
  299. places within or without the state of Ohio, as the Board of Directors may 
  300. designate from time to time and as may be specified in the notice of meeting. 
  301. Meetings of the Board of Directors may be held through any means of 
  302. communication equipment that provides a transmission, including but not limited 
  303. to, telephone, e-mail, or video from which it can be determined that the 
  304. transmission was authorized by, and accurately reflects the intention of the 
  305. Director involved, and with respect to meetings, allows all persons participating in 
  306. the meeting to contemporaneously communicate with each other.
  308. Section 6.09 Notice of meetings
  309. Notice of meetings of the Board of Directors shall be e-mailed or sent by ordinary 
  310. U.S. mail to each member of the Board at his or her address appearing in the 
  311. records of the Corporation, at least two (2) days prior to the holding of such 
  312. meeting.  Every such notice shall state the time and place of the meeting, but 
  313. shall not be required to state the purpose thereof.
  315. Section 6.10 Quorum
  316. At all meetings of the Board of Directors, a majority of the members then 
  317. serving must be present in order to constitute a quorum. Such attendance may 
  318. occur telephonically, or by other communications technology. The act of a 
  319. majority of the Directors present at a meeting at which a quorum is present is the 
  320. act of the Board.
  322. Section 6.11 Action without meeting
  323. Any action which may be authorized or taken at a Directors’ meeting may be 
  324. authorized or taken without a meeting in a writing or writings signed by all of the 
  325. Directors who would be entitled to notice of a meeting of the Directors held for 
  326. such purpose, and such writing or writings shall be made a part of the records 
  327. of the Corporation. This includes the use of electronic media and electronic 
  328. signatures.
  330. Section 6.12 Budgets
  331. Officers and Board members will assist the Treasurer, as needed, to develop 
  332. budgets to be submitted for and approved by the Board at its annual meeting. 
  333. Officers will be responsible for the effective use of the funds allocated.
  335. Section 6.13 Good Faith
  336. A Director shall perform his or her duties as a director in good faith, in a manner 
  337. s/he reasonably believes to be in the best interests of the Corporation, and with 
  338. the care that an ordinarily prudent person in a like position would use under 
  339. similar circumstances. In performing his or her duties, a Director, when acting in 
  340. good faith, is entitled to rely on information, opinions, reports or statements, 
  341. including financial statements or other financial data that are prepared or 
  342. presented by: (a) one or more directors, officers or members of the Society 
  343. whom the Director reasonably believes are reliable and competent in the matters 
  344. prepared or presented; or (b) counsel, public accountants or other persons as 
  345. to matters that the Director reasonably believes are within the person’s 
  346. professional or expert competency. 
  348. A Director shall not be found to have failed to perform his or her duties, unless it 
  349. is provided, by clear and convincing evidence, in an action brought against the 
  350. Director that s/he has not acted in good faith, in a manner s/he reasonably 
  351. believes to be in or not opposed to the best interests of the Corporation, or with 
  352. the care that an ordinarily prudent person in a like position would use under 
  353. similar circumstances.
  355. Section 6.14 Limitation of Legal Liability
  356. Subject to current Ohio Revised Code, a Director is liable in damages for any act 
  357. that s/he takes or fails to take as Director only if it is proved, by clear and 
  358. convincing evidence, in a court with jurisdiction that the act or omission of the 
  359. Director was one undertaken with a deliberate intent to cause injury to the 
  360. Corporation or was one undertaken with a reckless disregard for the best
  361. interests of the Corporation.
  364. The President shall have the power to appoint committees to help carry on the 
  365. business of the organization. Committees with more than one member assigned 
  366. shall have a designated leader or Chair of the committee. The committees can be 
  367. temporary or permanent as designated by the President.
  369. Section 7.01 Permanent Committees and there function
  370. A. Genealogy Committee – manages the content and improvements of the 
  371.     Clay family trees and branches available to members on the CFS website.
  372. B. DNA Committee – manage the content and improvements of the CFS’s Clay 
  373.     surname Project hosted on the FamilyTreeDNA website.
  374. C. Internet Committee – manage the content and improvements of the CFS’s
  375.     Internet presence.
  377. Section 7.02 Budgets
  378. Committee chairs will, as needed, develop written budgets to be submitted to the 
  379. Treasurer for inclusion in the annual budget to be reviewed and approved by the 
  380. Board of Directors. Chairs will be responsible for the effective use of the funds 
  381. allocated, and will submit annual reports to the Board.
  383. Section 7.03 Committee Membership
  384. All members of the Society are encouraged to participate in a committee of 
  385. particular interest, and to suggest to the Board creation of new committees. 
  386. Committee chairs should actively seek members to serve so that the overall 
  387. representation of the Society is as broad as possible.
  389. Section7.04CommitteeMeetings
  390. Meetings of committees may be called by the President, the chair of the 
  391. committee, or a majority of the committee’s voting members. Each committee 
  392. shall meet as often as is necessary to perform its duties or as otherwise stipulated 
  393. by the Board. Notice of committee meetings may be given at any time and in 
  394. any manner reasonably designed to inform the committee members of the time, 
  395. place, and purpose of the meeting. 
  398. These By-laws may be amended at any regular meeting of the Society by a 
  399. two-thirds vote of voting members present, provided that the proposed 
  400. amendment has been submitted in writing by US mail or by e-mail to the 
  401. membership at least thirty (30) days prior to the meeting.
  404. The rules contained in the current edition of Robert’s Rules of Order, shall govern 
  405. the organization in all cases to which they are applicable and are not inconsistent 
  406. with these by-laws and any special rules of order the organization may adopt. The 
  407. Parliamentarian, appointed by the President, shall manage the flow of the 
  408. meetings, and ensure that any motions are properly presented and formed. The 
  409. main purpose of this office shall be to keep the meeting flowing at a comfortable 
  410. pace and interject comments and assistance only as necessary to smooth the 
  411. discussions on the floor. The Parliamentarian may also serve as an advisor to the 
  412. Board of Directors, when asked.
  415. Section 10.01 Principal Location
  416. The principal location of the Society shall be in the state of Ohio.
  418. Section10.02RegisteredAgentorStatutoryAgent
  419. A. As a corporation under the laws of the state of Ohio, the Society is required 
  420.     to have a registered agent to receive any legal notices.
  421. B. The Board of Directors will appoint a registered agent to be available during 
  422.     normal business hours to facilitate legal service of process being served in 
  423.     the event of a legal action or lawsuit. The purpose of a registered agent is 
  424.     to provide a legal address (not a post office box) within the state of Ohio.
  425. C. The registered agent may be an active member who resides in the state of 
  426.     Ohio, or be an entity entitled to do business in the state of Ohio.
  427. D. The agent shall receive license renewals and other notices and shall 
  428.     forward them to the Society’s Secretary, while keeping copies in the agent’s 
  429.     file.
  430. E. The agent shall accept legal papers served on the Society. The agent shall 
  431.     bring such papers to the notice of the Board of Directors as soon as 
  432.     possible.
  433. F. A statement signed by the agent indicating consent to serve shall be placed 
  434.     on file with the Secretary of State of the State of Ohio.
  435. G. The agent is required to notify the Secretary of State of any change of 
  436.     address within the State of Ohio, or the President of the Society in the 
  437.     event of a change of address to another state.
  438. H. Monies shall be budgeted and expended by the Society for this purpose 
  439.     should no Society member be available and willing to act as agent.
  442. The Corporation may be dissolved voluntarily or involuntarily.
  444. Section11.01ResolutionforDissolution
  445. The voting members at a special meeting held for that purpose may adopt a 
  446. resolution of dissolution by the affirmative vote of a majority of the voting members 
  447. present in person or, by mail, or by the use of authorized communications 
  448. equipment, by the affirmative vote of the voting members. Notice of the meeting of 
  449. the members shall be sent by U. S. mail to all members who would be entitled to 
  450. vote at the meeting.
  452. Section 11.02 Assets of the Corporation
  453. The corporate assets shall be donated to a genealogical or family history society 
  454. or public library specializing in genealogical history within or without the state of 
  455. Ohio.
  457. Section 11.03 Certification of Dissolution
  458. Upon the adoption of a resolution of dissolution, a certificate shall be prepared 
  459. and executed according to current statutes of Ohio law.
  462. Section 12.01 Fiscal year
  463. The fiscal year of the Corporation shall end on the 31st day of December in each 
  464. year or on such other day as may be fixed from time to time by the Board of 
  465. Directors.
  467. Section12.02Donations andProperty
  468. All property acquired by this Corporation through purchase, gift, bequest or 
  469. otherwise shall be the absolute property of this Corporation, unless at the time of 
  470. acquiring such property it is otherwise specified in writing. The property 
  471. description, holder’s name and the physical location of all such tangible items, as 
  472. apposed to digital items, will be inventoried, listed and maintained by the Internet 
  473. Committee on the CFS’s Website.
  475. Section 12.03 Books and Records
  476. Starting in 2023 the archived books and records of the Corporation will be 
  477. available at the Society website address and may be examined by any member 
  478. or any Director or the agent or attorney of any member at any time.  The books 
  479. and records for the current fiscal year are maintained by individual officers and 
  480. may be examined by any member or any Director or the agent or attorney of any 
  481. member for any reasonable and proper purpose at any reasonable time.
  483. Section 12.04 Dissolution
  484. When in the course of time it becomes apparent that the Society must be 
  485. dissolved the board must vote to that effect with a quorum of current Board 
  486. officers. Before dissolution the board must form a Dissolution Committee that 
  487. shall plan for the permanent archival of all Society records and physical artifacts, 
  488. such that future genealogist and historians can readily find same.
  491. I, John S Clay, do hereby certify that I am the Secretary of the Clay Family 
  492. Society, an Ohio non-profit corporation, and that:
  493. 1. The attached is a true, correct, and complete copy of the Bylaws of said 
  494. corporation, which was adopted in the affirmative, by a two-thirds majority of the 
  495. membership voting by email reviews ending 03 Aug, 2022.
  496. 2. There are no further amendments of said bylaws since these were adopted as 
  497. of the date of this certificate.
  498. 3. Said Bylaws are in full force and effective on the date of approval. 
  500. /SS/ _________________________, Secretary
  501.                   John S. Clay

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