Bylaws of the Clay Family Society, Inc.

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

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