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Brothers Helping Brothers Bylaws

Bylaws 2014
Article I
Name and Location
1.01 Name.
The name of this Corporation shall be BROT!R" !#P$N% BROT!R".
1.02 Prin&ipal Offi&e.

The prin&ipal offi&e shall be lo&ate' at 200( $% )NO## *R+ *,-TON+ O$O 4(414
1.03 Other Offi&es.
The Corporation may ha.e s/&h other offi&es for the transa&tion of b/siness as the Boar'
of *ire&tors may 'etermine from time to time.
1.04 Registere' Offi&e an' Registere' ,gent.
The Corporation shall ha.e an' &ontin/o/sly maintain in the "tate of Ohio a registere'
offi&e+ an' a registere' agent whose offi&e is i'enti&al with s/&h registere' offi&e.
The registere' offi&e may be+ i'enti&al with the prin&ipal offi&e of the Corporation in the
"tate of Ohio+ an' the registere' agent an' the a''ress of the registere' offi&e may be
&hange' from time to time by the Boar' of *ire&tors.
Article II
Purposes
2.01 P/rpose.
BROT!R" !#P$N% BROT!R" is a nonprofit &orporation organi0e' for
e1&l/si.ely &haritable p/rposes within the meaning of se&tion (012&3233 of the $nternal
Re.en/e Co'e of 1456+ as amen'e'. The spe&ifi& p/rpose of the &orporation is to &olle&t
an' pro.i'e f/n's an' 'onations to s/pport fire 'epartments nationwi'e in a&7/iring the
/se of e7/ipment.
Article III
Board of Directors
3.01 %eneral Powers.
The affairs of the Corporation shall be manage'+ &ontrolle' an' a'ministere' by a Boar'
of *ire&tors. The Boar' of *ire&tors shall be &ompose' of not less than fo/r 243 an' not
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more than nine 243 persons+ ea&h of whom shall ser.e a one year term b/t may ser.e an
/nlimite' term as long as they are able an' willing. The initial Boar' of *ire&tors may
a'' a''itional 'ire&tors at the Organi0ational 8eeting. ,ll *ire&tors shall ha.e e7/al
.oting rights. The n/mber of 'ire&tors that shall &onstit/te the whole Boar' shall be fi1e'
from time to time by resol/tion of a ma9ority of the Boar' of *ire&tors b/t in no e.ent
shall it be less than :O;R 243. No 'e&rease in the n/mber of 'ire&tors shall ha.e the
effe&t of shortening the term of any in&/mbent 'ire&tor.
3.02 !le&tion+ Resignation+ an' Remo.al.
a. Nominations.
, *ire&tor shall prepare an' s/bmit to the Boar' of *ire&tors the Nomination2s3 for
membership to the Boar' of *ire&tors /pon whi&h the Boar' will .ote. ,t any meeting at
whi&h the ele&tion of a *ire&tor o&&/rs a *ire&tor may nominate a person with the se&on'
of any other *ire&tor. The "e&retary shall in&l/'e the names nominate' with the
noti&e of the meeting at whi&h the ele&tion o&&/rs.
b. !le&tion of *ire&tors.
, person who has been '/ly nominate' may be ele&te' as a *ire&tor. *ire&tors shall be
ele&te' by a ma9ority .ote of the Boar' of *ire&tors. !a&h *ire&tor shall hol' offi&e /ntil
a s/&&essor is ele&te' an' 7/alifie'.
&. Resignation < Remo.al.
, 'ire&tor may resign at any time or may be remo.e'+ with or witho/t &a/se+ by a
se.enty=fi.e 2>(3 per&ent .ote of the entire Boar' of *ire&tors at an ann/al+ spe&ial+ or
reg/lar meeting of the Boar' of *ire&tors. ;pon the 'eath+ remo.al+ resignation or
in&apa&ity of any member of the Boar' of *ire&tors+ a ma9ority of the remaining
*ire&tors+ or the sole remaining *ire&tor if s/&h is the &ase+ may fill the .a&an&y. ,ny
'ire&torship to be fille' by reason of an in&rease in the n/mber of *ire&tors may be fille'
by the Boar' of *ire&tors for a term of offi&e as 'etermine' by the Boar' of *ire&tors.
'. "/spension < $n.estigation.
, *ire&tor may be s/spen'e' imme'iately if /n'er s/spi&ion of theft or /nlawf/l
a&ti.ities. ,n in.estigation m/st be hel' imme'iately an' if proof is fo/n' the s/spen'e'
*ire&tor shall be remo.e' with a ma9ority .ote. $f ample proof is not pro.i'e' the
*ire&tor may either res/me their '/ties or be remo.e' by an eighty 2503 per&ent .ote.
3.03 ,nn/al 8eetings.
The ann/al meetings of the Boar' of *ire&tors shall be hel' at s/&h time an' pla&e as the
Boar' of *ire&tors may 'etermine.
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3.04 Reg/lar 8eetings.
The Boar' of *ire&tors may pro.i'e by resol/tion the time an' pla&e+ either within or
witho/t the "tate of Ohio+ for hol'ing of reg/lar meetings of the Boar' witho/t other
noti&e than the resol/tion. Reg/lar meetings will o&&/r no less than e.ery si1 months.
3.0( "pe&ial 8eetings.
"pe&ial meetings of the Boar' of *ire&tors may be &alle' by or at the re7/est of the
Presi'ent or any fo/r 243 or more *ire&tors. The person or persons a/thori0e' to &all
spe&ial meetings of the Boar' of *ire&tors may fi1 any pla&e+ either within or
witho/t the "tate of Ohio+ as the pla&e for hol'ing any spe&ial meetings of the Boar'
&alle' by them. The person or persons &alling a spe&ial meeting shall notify the "e&retary
of the information re7/ire' to be in&l/'e' in the noti&e of the meeting. The "e&retary
shall gi.e noti&e to the *ire&tors as re7/ire' in these Bylaws.
3.06 Noti&e.
Noti&e of any spe&ial meeting of the Boar' of *ire&tors shall be gi.en at least two 223
'ays prior thereto by telephone 2.oi&email in&l/'e'3 or e=mail to ea&h *ire&tor. Noti&es
for any ann/al or reg/lar meeting of the Boar' of *ire&tors shall be gi.en at least thirty
2303 'ays prior thereto by telephone 2.oi&email in&l/'e'3+ e=mail+ or reg/lar mail. Noti&e
of any meeting of the Boar' of *ire&tors may be wai.e' in writing signe' by the person
or persons entitle' to the noti&e either before or after the time of the meeting. The
atten'an&e of a *ire&tor at any meeting shall &onstit/te a wai.er of noti&e of s/&h
meeting+ e1&ept where a *ire&tor atten's a meeting for the e1press p/rpose of ob9e&ting
to the transa&tion of any b/siness to be transa&te' at the meeting be&a/se the meeting is
not lawf/lly &alle' or &on.ene'.
3.0> ?/or/m.
, 7/or/m for the transa&tions of b/siness at any ann/al+ reg/lar or spe&ial
meeting of the Boar' of *ire&tors shall &onsist of a ma9ority of the members of the boar'
of *ire&tors then in offi&e+ an' a ma9ority of s/&h 7/or/m shall 'e&i'e any 7/estion that
may properly &ome before the meeting+ e1&ept as is otherwise re7/ire' by law or these
Bylaws. *ire&tors may atten' meeting by telephone as long as they &an hear an' be hear'
by the other *ire&tors in atten'an&e. $f less than a 7/or/m of the *ire&tors is present at
sai' meeting+ a ma9ority of the *ire&tors present may a'9o/rn the meeting from time to
time witho/t f/rther noti&e. , 7/or/m is 'efine' as se.enty=fi.e 2>(3 per&ent ma9ority of
the boar'.
3.05 8anner of ,&ting.
The Boar' of *ire&tors shall try to a&t by &onsens/s. owe.er+ the a&t of a ma9ority of
*ire&tors present at a meeting whi&h a 7/or/m is present shall be s/ffi&ient to &onstit/te
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the a&t of the Boar' of *ire&tors+ /nless the a&t of a greater n/mber is re7/ire' by law or
by these Bylaws.
3.04 Compensation.
The *ire&tors shall ser.e as *ire&tors witho/t &ompensation+ b/t may be reimb/rse' for
reasonable e1penses in&/rre' in the &o/rse of their '/ties as 'ire&tors. There shall be no
salary or fee pai' for atten'an&e at reg/lar+ spe&ial or other types of meetings. *ire&tors
ser.ing the &ompany as Offi&ers+ !mployees+ Pri.ate Contra&tors or Cons/ltants may
re&ei.e reasonable &ompensation+ in&l/'ing salary or ho/rly pay+ for performing
s/&h '/ties. ,ny pai' person ser.ing the &ompany shall not be present in the room or
parti&ipate in the 'etermination an' appro.al of their own &ompensation@ this will be
'one by the other atten'ing Boar' 8embers. Nothing herein &ontaine' shall be &onstr/e'
to pre&l/'e any *ire&tor from ser.ing the Corporation in any other &apa&ity an' re&ei.ing
&ompensation therefore+ /nless otherwise pre&l/'e' by law or these bylaws.
3.10 Offi&ers an' Personnel.
$n a''ition to the Offi&ers pro.i'e' hereafter+ the Boar' of *ire&tors may &reate other
offi&es an' employ s/&h other personnel as in its 'is&retion it 'eems ne&essary to
a&&omplish the p/rposes for whi&h the Corporation was forme' an' to a/thori0e
the payment of s/&h salaries an' &ompensation as it 'eems ne&essary to the personnel an'
agents effe&t/ating sai' &orporate p/rposes.
3.11 $nformal ,&tion by *ire&tors+ Telephoni& 8eetings.
a. ,&tion by ;nanimo/s Aritten Consent.
,ny a&tion re7/ire' or permitte' to be taBen at a meeting of the Boar' of *ire&tors+ may
be taBen witho/t a meeting if a &onsent in writing+ setting forth the a&tion to be taBen+
shall be signe' by all the *ire&tors.
b. ,&tion Aitho/t a 8eeting by #ess Than ;nanimo/s Aritten Consent.
,ny a&tion re7/ire' by law to be taBen at a meeting of *ire&tors+ or any a&tion that may
be taBen at a meeting of *ire&tors+ may be taBen witho/t a meeting if a &onsent in
writing+ setting forth the a&tion to be taBen+ shall be signe' by a s/ffi&ient n/mber of
'ire&tors as wo/l' be ne&essary to taBe that a&tion at a meeting at whi&h all of the
'ire&tors were present an' .ote'.
&. Telephone 8eetings.
The Boar' of *ire&tors may hol' meetings by telephone &onferen&e=&all pro&e'/res in
whi&h all persons parti&ipating in the meeting &an hear ea&h other. The noti&e of
the meeting by telephone &onferen&e m/st state the fa&t that the meeting will be hel' by
telephone as well as all other matters re7/ire' to be in&l/'e' in the noti&e. Parti&ipation
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of a person in a telephone &onferen&e=&all meeting &onstit/tes presen&e of that person at
the meeting.
3.12 ,/thority.
The Boar' of *ire&tors shall ha.e a/thority to &on'/&t any an' all b/siness+ an' to 'e&i'e
any an' all 7/estions with regar' to any an' all matters arising from+ &onne&te' with+ or
in any way relate' to the p/rposes of the Corporation as set o/t in the CorporationCs
Certifi&ate of :ormation as they now e1ist or as they may be amen'e' from time to time@
pro.i'e'+ howe.er+ notwithstan'ing any lang/age that might be 'eeme' to be to the
&ontrary herein+ the Boar' of *ire&tors shall ha.e no a/thority to engage in any a&ti.ity
whi&h may not be lawf/lly engage' in by the Corporation as a non=profit &orporation
/n'er the Ohio an' as a (012&3233 e1empt organi0ation /n'er the $nternal Re.en/e Co'e
law. *ire&tors shall e1er&ise or'inary b/siness 9/'gment in managing the affairs of the
Corporation. $n a&ting in their offi&ial &apa&ity as *ire&tors of the Corporation+ *ire&tors
shall a&t in goo' faith an' taBe a&tions they reasonably belie.e to be in the best interests
of the Corporation an' that are not /nlawf/l.
3.13 Resi'en&e.
*ire&tors nee' not be resi'ents of Ohio.
3.14 Committees.
The Boar' of *ire&tors may 'esignate &ommittees whi&h shall e1er&ise the powers+ ha.e
responsibilities+ or perform '/ties a/thori0e' by the *ire&tors not in&onsistent with these
Bylaws. , member of the Boar' of *ire&tors shall &hair ea&h &ommittee of the
Corporation. $n the e.ent these Bylaws 'o not set forth the member to so &hair a
&ommittee+ the Boar' of *ire&tors shall ele&t a member for s/&h a &ommittee.
3.1( Chair.
The Boar' of *ire&tors may appoint a Chair at their 'is&retion. The appointe' Chair will
presi'e at all meetings of the Boar' of *ire&tors an' shall be an e1=offi&io member of all
stan'ing &ommittees+ /nless otherwise pro.i'e' by the Boar' of *ire&tors of these
bylaws. The Chair shall ha.e the '/ty generally to s/per.ise+ 'ire&t or &ontrol the
b/siness an' offi&ers of the Corporation an' shall e1er&ise s/&h s/per.isory powers as
may be gi.en him or her by the Boar' of *ire&tors from time to time. The Di&e Chair+ if
appointe'+ shall presi'e at meetings an' &on'/&t the b/siness of the Corporation in the
absen&e or 'isability of the Chair /nless other pro.ision is ma'e by the Boar' of
*ire&tors.
Article IV
Officers
4.1 Offi&ers.
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The offi&ers of the Corporation shall &onsist of a Presi'ent+ a Di&e Presi'ent+ a "e&retary+
an' a Treas/rer. ,ny two or more offi&es may be hel' by the same person+ e1&ept
the offi&es of Treas/rer an' "e&retary. "/&h Offi&ers shall ha.e the a/thority an' perform
the '/ties as set forth in these bylaws an' as a/thori0e' from time to time by the Boar' of
*ire&tors. The first set of Offi&ers shall be ele&te' by the Boar' of *ire&tors at the
Organi0ational 8eeting hel' after the filing of the Certifi&ate of :ormation an' shall
ser.e /ntil the ne1t !le&tion of Offi&ers by the Boar' of *ire&tors p/rs/ant to these
Bylaws.
4.02 !le&tion+ Resignation+ an' Remo.al.
a. Nominations.
, *ire&tor shall prepare an' s/bmit to the Boar' of *ire&tors the Nomination2s3 for
Offi&ers /pon whi&h the Boar' will .ote. ,t any meeting at whi&h the ele&tion of an
Offi&er o&&/rs a *ire&tor may nominate a person with the se&on' of any other *ire&tor.
The "e&retary shall in&l/'e the names nominate' with the noti&e of the meeting at whi&h
the ele&tion o&&/rs.
b. !le&tion of Offi&ers.
, person who has been '/ly nominate' may be ele&te' as an Offi&er. Offi&ers shall be
ele&te' by a ma9ority .ote of the Boar' of *ire&tors. !a&h Offi&er shall hol' offi&e as
long as they are willing an' able or /ntil they are remo.e'.
&. Resignation < Remo.al.
,n Offi&er may resign at any time or may be remo.e'+ with or witho/t &a/se+ by a
se.enty=fi.e 2>(3 per&ent .ote of the entire Boar' of *ire&tors at an ann/al+ spe&ial+ or
reg/lar meeting of the Boar' of *ire&tors.
'. "/spension < $n.estigation.
,n Offi&er may be s/spen'e' imme'iately if /n'er s/spi&ion of theft or /nlawf/l
a&ti.ities. ,n in.estigation m/st be hel' imme'iately an' if proof is fo/n' the s/spen'e'
Offi&er shall be remo.e' with a ma9ority .ote. $f ample proof is not pro.i'e' the Offi&er
may either res/me their '/ties or be remo.e' with a se.enty=fi.e 2>(3 per&ent .ote.
4.03 Da&an&ies.
, .a&an&y in any offi&e be&a/se of 'eath+ resignation+ 'is7/alifi&ation or otherwise may
be fille' by the Boar' of *ire&tors.
4.04 Presi'ent.
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The Presi'ent shall ha.e the general s/per.ision o.er the affairs of the &orporation an'
o.er the other offi&ers. The Presi'ent may sign with the Di&e Presi'ent+ "e&retary or any
other proper Offi&er of the Corporation a/thori0e' by the Boar' of *ire&tors+ any 'ee's+
mortgages+ bon's+ notes+ &ontra&ts or other instr/ments whi&h the Boar' of *ire&tors
ha.e a/thori0e' to be e1e&/te'+ e1&ept in &ases where the signing an' e1e&/tion thereof
shall be e1pressly 'elegate' by the Boar' of *ire&tors or by these Bylaws by stat/te to
some other Offi&er or agent of the &orporation@ an' in general he or she shall perform all
'/ties in&i'ent to the offi&e of Presi'ent+ liste' below+ an' s/&h other '/ties as may be
pres&ribe' by the Boar' of *ire&tors from time to time.
The Presi'ent will s/per.ise an' &ontrol the affairs of the Corporation an' shall
e1er&ise s/&h s/per.isory powers as may be gi.en by the Boar' of *ire&tors.
The Presi'ent will perform all '/ties in&i'ent to s/&h offi&e an' s/&h other '/ties
as may be pro.i'e' in these bylaws or as may be pres&ribe' from time to time by
the Boar' of *ire&tors. The Presi'ent shall presi'e at all boar' meetings an' shall
e1er&ise parliamentary &ontrol in a&&or'an&e with Roberts R/les of Or'er.
The Presi'ent shall ser.e as an e1=offi&io member of all stan'ing &ommittees+
/nless otherwise pro.i'e' by the Boar' of *ire&tors or these bylaws.
The Presi'ent shall+ with the a'.i&e of the Boar' of *ire&tors an' in a&&or'an&e
with the re7/irements of these bylaws+ set the agen'a for ea&h meeting of the
Boar' of *ire&tors.
4.0( Di&e Presi'ent.
The Di&e Presi'ent shall perform s/&h '/ties that are liste' below as well as other '/ties
as from time to time may be assigne' by the Presi'ent or the Boar' of *ire&tors. $f s/&h
Di&e Presi'ent is not a *ire&tor+ he or she shall+ when a&ting in the absen&e of the
Presi'ent or in the e.ent of the Presi'entCs inability of ref/sal to a&t+ be an e1=offi&o
member of the Boar' of *ire&tors b/t shall ha.e no right to .ote on any matter that
&omes before the Boar' of *ire&tors for a .ote.
The Di&e Presi'ent shall a&t in pla&e of the Presi'ent in the e.ent of the
Presi'entEs absen&e+ inability+ or ref/sal to a&t+ an' shall e1er&ise an' 'is&harge
s/&h other '/ties as may be re7/ire' by the boar'.
The Di&e Presi'ent shall ser.e as the parliamentarian an' interpret any
ambig/ities of the bylaws.
4.06 "e&retary.
The "e&retary+ in general+ shall perform all '/ties in&i'ent to the offi&e of "e&retary+ liste'
below+ an' s/&h other '/ties as from time to time may be assigne' to him or her by the
Presi'ent or Boar' of *ire&tors.
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The "e&retary will perform all '/ties in&i'ent to the offi&e of "e&retary an' s/&h
other '/ties as may be re7/ire' by law+ by the Certifi&ate of :ormation+ or by
these bylaws.
The "e&retary shall attest to an' Beep the bylaws an' other legal re&or's of the
Corporation+ or &opies thereof+ at the prin&ipal offi&e of the Corporation.
The "e&retary shall taBe or ens/re that someone taBes min/tes of all meetings of
the &ommittees an' Boar' of *ire&tors+ an' shall Beep &opies of all min/tes at the
prin&ipal offi&e of the Corporation.
The "e&retary shall Beep a re&or' of the names an' a''resses of the *ire&tors at
the prin&ipal offi&e of the Corporation.
The "e&retary shall+ with the appro.al of the Boar' of *ire&tors+ set /p
pro&e'/res for any ele&tions hel' by the Corporation. The "e&retary shall Beep a
re&or' of all .otes &ast in s/&h ele&tions.
The "e&retary shall ens/re that all re&or's of the Corporation+ min/tes of all
offi&ial meetings+ an' re&or's of all .otes+ are ma'e a.ailable for inspe&tion by
any member of the Boar' of *ire&tors at the prin&ipal offi&e of the Corporation
'/ring reg/lar b/siness ho/rs.
The "e&retary shall see that all noti&es are '/ly gi.en in a&&or'an&e with these
bylaws or as re7/ire' by law.
The "e&retary shall see that all booBs+ reports+ statements+ &ertifi&ates+ an' other
'o&/ments an' re&or's of the Corporation are properly Bept an' file'.
$n the &ase of the absen&e or 'isability of the "e&retary+ or the "e&retaryEs ref/sal
or negle&t to f/lfill the '/ties of "e&retary+ the Di&e Presi'ent shall perform the
f/n&tions of the "e&retary.
4.0> Treas/rer.
$f re7/ire' by the boar' of *ire&tors+ the Treas/rer shall in general perform all the '/ties
liste' below as well as any '/ties that from time to time may be assigne' to him or her by
the Presi'ent or by the Boar' of *ire&tors.
$n the &ase of the treas/rerCs 'eath+ resignation+ retirement+ or remo.al from
offi&e==all booBs+ papers+ .o/&hers+ money+ an' other property of whate.er Bin' in
his or her possession or /n'er his &ontrol belonging to the Corporation.
The Treas/rer shall prepare a monthly report for the Boar' of *ire&tors+ pro.i'ing
an a&&o/nting of all transa&tions an' of the finan&ial &on'itions of the
Corporation.
The Treas/rer shall Beep all finan&ing re&or's+ booBs+ an' ann/al reports of the
finan&ial a&ti.ities of the Corporation at the prin&ipal offi&e of the Corporation
an' maBe them a.ailable at the re7/est of any *ire&tor or member of the p/bli&
'/ring reg/lar b/siness ho/rs for inspe&tion an' &opying.
Article V
Committees
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(.01 Committees.
$n a&&or'an&e with "e&tion 3.14+ the Boar' of *ire&tors shall ha.e the a/thority to
establish s/&h &ommittees as it may 'eem a'.isable to assist it in the 'is&harge of
its '/ties+ an' as maybe otherwise appropriate from time to time.
(.02 Committee Personnel.
The Boar' of *ire&tors shall ha.e the a/thority to appoint personnel to the .ario/s
&ommittees from o/tsi'e the Boar' of *ire&tors.
(.03 $nformal ,&tion by Committees+ Telephoni& 8eetings.
a. ,&tion by ;nanimo/s Aritten Consent. ,ny a&tion re7/ire' or permitte' to be taBen at
a meeting of any &ommittee+ may be taBen witho/t a meeting if a &onsent in writing+
setting forth the a&tion to be taBen+ shall be signe' by all the members of the &ommittee.
b. ,&tion Aitho/t a 8eeting by #ess Than ;nanimo/s Aritten Consent.
,ny a&tion re7/ire' by law to be taBen at a meeting of any &ommittee+ or any a&tion that
may be taBen at a meeting of any &ommittee+ may be taBen witho/t a meeting if a &onsent
in writing+ setting forth the a&tion to be taBen+ shall be signe' by a s/ffi&ient n/mber of
&ommittee members as wo/l' be ne&essary to taBen that a&tion at a meeting at whi&h all
of the members of the &ommittee were present an' .ote'.
&. Telephone 8eetings. ,ny &ommittee may hol' meetings by telephone &onferen&e &all
pro&e'/res in whi&h all persons parti&ipating in the meeting &an hear ea&h other. The
noti&e of a meeting by telephone &onferen&e m/st state the fa&t that the meeting will be
hel' by telephone as well as all other matters re7/ire' to be in&l/'e' in the noti&e.
Parti&ipation of a person in a telephone &onferen&e &all meeting &onstit/tes presen&e of
that person at the meeting.
Article VI
Corporate Property
6.1 *eposits.
The f/n's of the Corporation shall be 'eposite' in s/&h banBs+ sa.ings banBs+ or tr/st
&ompanies as the Boar' of *ire&tors shall 'esignate an' shall be with'rawn only /pon
the &he&B or or'er of the Presi'ent+ or s/&h other Offi&er 'esignate' by
the Boar' of *ire&tors+ an' s/&h other Offi&er as may be a/thori0e' by the Boar' of
*ire&tors from time to time+ so long as s/&h Offi&ers are not the same person an' are not
relate' to one another by marriage or &onsang/inity within the thir' 'egree.
6.02 "ale of Property.

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,ny sale or transfer of any property stan'ing in the name of the Corporation shall be
.ali' only if signe' by the Corporation a&ting thro/gh any one 213 Offi&er '/ly
a/thori0e' to so a&t by a spe&ial .ote of the Boar' of *ire&tors+ an' any person+ tr/st+
firm+ &orporation+ or other legal entity+ whether pri.ate or p/bli&+ shall be entitle' to rely
thereon so long as s/&h sale or transfer is a&&ompanie' by a &ertifi&ate of resol/tion of
the Corporation signe' by any two 223 Offi&ers of the Corporation+ other than the Offi&er
signing any s/&h sale or transfer instr/ments.
6.03 ,ssets.
The Corporation shall ha.e the right to re&ei.e+ maintain an' a&&ept+ as assets of the
&orporation+ any property+ whether real+ personal or mi1e'+ by way of &ontrib/tion+ gift+
be7/est+ 'e.ise or p/r&hase+ from any person+ firm+ tr/st or &orporation+ to be hel'+
a'ministere' an' 'ispose' of in a&&or'an&e with an' p/rs/ant to the pro.isions of the
Certifi&ate of :ormation@ b/t no &ontrib/tion+ gift+ be7/est+ 'e.ise or p/r&hase of any
s/&h property shall be re&ei.e' or ma'e an' a&&epte' if it is &on'itione' or limite' in
s/&h a manner as shall re7/ire the 'isposition of in&ome or prin&ipal to any organi0ation
other than an organi0ation e1empt /n'er "e&tion (012&3233 of the $nternal Re.en/e Co'e+
or the &orrespon'ing se&tion of any f/t/re fe'eral ta1 &o'e+ or whi&h wo/l' 9eopar'i0e
the :e'eral $n&ome ta1 e1emption of the Corporation p/rs/ant to "e&tion (012&3233 of the
$nternal Re.en/e Co'e+ as now in for&e or a&ts in amen'ment thereof or s/bstit/tion
therefore.
6.04 *isposition of ,ssets.
;pon the 'issol/tion of the Corporation+ the Boar' of *ire&tors shall+ after paying or
maBing pro.ision for the payment of all of the liabilities an' obligations of the
Corporation as re7/ire' by state law+ 'istrib/te the assets of the Corporation e1&l/si.ely
for one or more e1empt p/rposes within the meaning of "e&tion (012&3233 of the $nternal
Re.en/e Co'e+ or the &orrespon'ing se&tion of any f/t/re fe'eral ta1 &o'e. ,ny s/&h
assets not so 'ispose' of shall be 'ispose' of by a Co/rt of Competent F/ris'i&tion of the
&o/nty in whi&h the prin&ipal offi&e of the &orporation is then lo&ate' e1&l/si.ely for
s/&h p/rposes or to s/&h organi0ation or organi0ations+ as sai' Co/rt shall 'etermine+
whi&h are organi0e' an' operate' e1&l/si.ely for s/&h p/rposes.
6.0( :/n's.
The Corporation may taBe an' hol' any &ontrib/tions+ gifts+ 'onations+ grants+ 'e.ises or
be7/ests whi&h may be ma'e in s/pport of its p/rposes. ,ll f/n's of the Corporation+
whether from 'onation or otherwise+ in e1&ess of the e1pen'it/res ne&essary for the
proper a'ministration of s/&h f/n's+ shall be /se' e1&l/si.ely for &arrying on an'
promoting the p/rposes for whi&h the Corporation is forme' as set forth in the Certifi&ate
of :ormation.
Article II
Operations
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>.1 !1e&/tion of *o&/ments.
;nless spe&ifi&ally a/thori0e' by the Boar' of *ire&tors or as otherwise re7/ire' by law+
all final &ontra&ts+ 'ee's+ &on.eyan&es+ leases+ promissory notes+ or legal written
instr/ments e1e&/te' in the name of an' on behalf of the Corporation shall be signe' an'
e1e&/te' by the Presi'ent an' the "e&retary 2or s/&h other person 'esignate' by the
Boar' of *ire&tors3+ p/rs/ant to the general a/thori0ation of the Boar'. ,ll &on.eyan&es
of lan' by 'ee' shall be signe' by the Presi'ent or two other members of the Boar' an'
m/st be appro.e' by a resol/tion of the entire Boar' of *ire&tors.
>.2 *isb/rsement of :/n's.
:inan&ial Transa&tions whi&h ha.e a .al/e of G(00 or more shall re7/ire ma9ority
appro.al of the Boar' of *ire&tors. $n all other transa&tions+ the Presi'ent may 'ispense
with the f/n's of the Corporation in a&&or'an&e with the ann/al b/'get appro.e' by the
Boar' of *ire&tors an' the p/rposes of the Corporation as set o/t in the Certifi&ate of
:ormation an' these bylaws. Notwithstan'ing the abo.e+ all &he&Bs of more
than G(00 'isb/rsing f/n's from any of the CorporationCs a&&o/nts shall re7/ire the
signat/res of at least two Boar' 8embers.
>.3 BooBs an' Re&or's.
The Corporation shall Beep &orre&t an' &omplete booBs an' re&or's of a&&o/nts an' shall
also Beep min/tes of the pro&ee'ings of its Boar' of *ire&tors an' &ommittees ha.ing
any of the a/thority of the Boar' of *ire&tors. ,ll booBs an' re&or's may be inspe&te' by
any *ire&tor or Offi&er or his or her agent or attorney for any proper p/rpose at any
reasonable time. The booBs shall be Bept on the &ash re&eipts an' 'isb/rsements metho'
of a&&o/nting+ an' they shall be &lose' an' balan&e' at the en' of ea&h fis&al year. The
Corporation will also Beep at its prin&ipal pla&e of b/siness the original or a &opy of its
bylaws+ in&l/'ing amen'ments to 'ate &ertifie' by the "e&retary of the Corporation.
>.4 $nspe&tion of BooBs an' Re&or's.
,ll booBs an' re&or's of this Corporation may be inspe&te' by any *ire&tor for any
p/rpose at any reasonable time on written 'eman'.
>.0( R/les of Pro&e'/re.
The pro&ee'ings an' b/siness of the Boar' of *ire&tors shall be go.erne' by RobertEs
R/les of Parliamentary Pro&e'/re /nless otherwise pro.i'e' herein.
Article VIII
Prohi!itions
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5.01 #egislati.e or Politi&al ,&ti.ities.
No s/bstantial part of the a&ti.ities of the Corporation shall be the &arrying on of
propagan'a or otherwise attempting to infl/en&e legislation+ an' the Corporation shall not
parti&ipate in+ or inter.ene in 2in&l/'ing the p/blishing or 'istrib/tion of statements3 any
politi&al &ampaign on behalf of any &an'i'ate for p/bli& offi&e.
5.02 #oan to *ire&tors.
No loans shall be ma'e by the Corporation to the *ire&tors.
5.03 :/rther Prohibitions.
Notwithstan'ing any other pro.ision of these arti&les+ the &orporation shall not &arry on
any other a&ti.ities not permitte' to be &arrie' on 2a3 by a &orporation e1empt from
fe'eral in&ome ta1 /n'er "e&tion (012&3233 of the $nternal Re.en/e Co'e+ or the
&orrespon'ing se&tion of any f/t/re fe'eral ta1 &o'e+ or 2b3 by a &orporation+
&ontrib/tions to whi&h are 'e'/&tible /n'er "e&tion 1>02&3223 of the $nternal Re.en/e
Co'e+ or the &orrespon'ing se&tion of any f/t/re ta1 &o'e.
Article I
Amendments
4.01 ,men'ments.
The Boar' of *ire&tors may alter+ amen' or repeal the CorporationCs
Bylaws+ or a'opt new bylaws+ from time to time.
Article
"iscellaneous
10.01 :is&al -ear.
The fis&al year of the Corporation shall begin on the first 'ay of Fan/ary an' en' on the
last 'ay of *e&ember of ea&h year.
10.02 #egal Constr/&tion.
$f any Bylaw pro.ision is hel' to be in.ali'+ illegal+ or /nenfor&eable in any respe&t+ the
in.ali'ity+ illegality+ or /nenfor&eability shall not affe&t any other pro.ision an' the
Bylaws shall be &onstr/e' as if the in.ali'+ illegal+ or /nenfor&eable pro.ision ha' not
been in&l/'e' in the Bylaws.
,*OPT!* the 'ay of + 2014.
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Brothers elping Brothers Bylaws 2014