BYLAWS

ARTICLE I. NAME

Section 1.1 Name. The name of the Corporation, founded August, 2003, and incorporated January 29, 2004 , is the CONSERVATION ALLIANCE OF NEW YORK (CANY), INCORPORATED (hereinafter referred to as the "Corporation").

ARTICLE II. OFFICES

Section 2.1 Offices. The initial office of the Corporation, as determined by the Board of Directors (hereinafter referred to as the "Board"), shall be located at P.O. Box 39, West Davenport , New York 13860 (physical address is 647 Delaware County Route 11). The Corporation may establish and maintain such other offices as the Board may, from time to time, designate.

ARTICLE III. PURPOSES AND OBJECTIVES

Section 3.1 Purposes. The Corporation is organized, and shall be operated exclusively, for educational, scientific, and charitable purposes. More specifically, its purposes shall include, but not be limited to, the following:

•  Represent the interests of New York 's sportspersons;

•  Encourage the development of an educational outreach program intended to provide New York's citizens with an understanding of: their tie to the land; the need to professionally manage our renewable natural resources; the difference between preservation and conservation and when each can/should be used to achieve specified objectives; the ethics associated with the wise use of those renewable natural resources for sustainable purposes including, but not limited to, fishing, hunting, trapping, and other recreational and economic uses including agriculture and timber harvest;

•  Assure the management, protection and enhancement of the resource base needed to support hunting, fishing, trapping, sustainable agriculture and timber harvesting, and other renewable-resource dependent recreational and economic activities for present and future generations;

•  Form and maintain a cohesive organization that provides the opportunity and encouragement for every New York sportsperson to participate in achieving the Corporation's mission;

•  Aid in the formulation and implementation of scientifically sound programs that provide for the conservation (wise-use), management, and enhancement of wildlife and the habitats fish and wildlife depend on in a manner that assures their availability for present and future generations;

•  Provide a vehicle for recognizing those individuals and organizations that make a significant contribution consistent with the Corporation's mission;

•  Coordinate, where appropriate, the efforts of individuals and organizations that share the Corporation's philosophy on conservation;

•  Serve as a clearinghouse for relevant information on the actions of State and Federal legislative and administrative bodies;

•  Accept, hold, invest, re-invest and administer any gifts, legacies, bequests, devises, trusts, remainder funds, and property of any sort and nature, and to use, expend, or donate the income or principle thereof for, and to devote the same to, the foregoing purposes of the Corporation; and

•  Perform any and all lawful acts which may be deemed necessary, useful, suitable, or proper for the furtherance or accomplishment of the purposes of the Corporation.

ARTICLE IV. PROHIBITED ACTIVITIES

Section 4.1 Capital Stock and Unauthorized Benefits, The Corporation is not authorized to issue capital stock. No part of the assets or net earnings of the Corporation shall inure to the benefits of or be distributable to the members of the Board of Directors, officers, voting and non-voting members as individuals or organizations, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered by staff and vendors, and to make payments and distributions in furtherance of its purposes as set forth in Article 3.1 hereof.

Section 4.2 Lobbying. The Corporation shall not participate in, or intervene in (including the publishing and distribution of statements), any political campaign on behalf of any candidate for public office. However, this does not preclude any individual or organizational members of the Corporation from engaging in this activity. No substantial part of the activities of the Corporation shall consist of lobbying or otherwise attempting to influence legislation, except to the extent permitted by law for nonprofit, tax-exempt Corporations.

Section 4.3 Exempt Activities. Notwithstanding any other provision in these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law), or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code (or the corresponding provision of any future United States Internal Revenue law).

ARTICLE V. ORANIZATION

Section 5.1 Voting Membership. In order to be a voting member, a person must be current in his or her dues as a General Member. An individual can only hold one elected position in the Corporation at any one time.

Section 5.1(a) Directors at Large. There are 10 Directors at Large, one from each of the 9 Regions for New York 's Department of Environmental Conservation (DEC), and one representing the "Allied Organization" members as described below. The 9 Regional Directors at Large must be current in their dues as a General Member and are elected at a regional meeting of the Corporation by a majority vote of the General Membership, in attendance or by proxy, from their respective Regions. All Directors at Large serve for two years. Even numbered Regions start with a one-year term for the first elections of the Corporation, and, following the completion of their first term, are subsequently elected for two-year terms. Each Director at Large can only serve a maximum of two terms, and can not be re-elected except as an officer of the Corporation. At that time, the term limits for Officers apply.

Section 5.1 (b) Board of Directors. The 10 Directors at Large and the five Officers as listed below, constitute the Board of Directors of the Corporation.

Section 5.1 (c) Officers of the Corporation. The officers of the Corporation must be current is their dues as General or Life Members and consist of a Chair, Past-Chair, Vice-Chair, Secretary, and Treasurer. It is understood by the founders of the Corporation that the initial slate of officers will serve for terms commencing on the date of incorporation and ending at the second Annual Meeting of the Corporation. At that meeting a new slate of officers will be presented that may include the currently sitting officers if so proposed by the Nominating Committee or nominated from the floor in keeping with the Bylaws.

Section 5.1(c) 1 Chair. The chair is the elected chief-executive officer of the Corporation, and serves as Chair of the Board of Directors of the Corporation, and has one vote on the Board. The Chair is elected by a majority vote of the General Membership in attendance, or by proxy, at the Annual meeting, and serves a two-year term. Following that term, the Chair becomes the Past-Chair for one year. Following that, the Past-Chair leaves the Board, and can not be re-elected to any voting position.

Section 5. 1 (c) 2 Past Chair. The Past Chair serves as a member of the Board and has one vote. The term of office for the Past Chair is one year. Following that, limits described in Section 5.1(c)1 apply.

Section 5. 1 (c) 3 Vice Chair. The Vice Chair is elected in the same manner as the Chair, and it is understood at the time of the election that the Vice Chair may ascend to the position of Chair at the next election. If in the usual course of business the Vice chair does not ascend to the position of Chair, then a special election will be held and the Chair will be elected as per Section 5.1(c)1. Normal term limits would then apply from that point forward. The Vice Chair is a member of the Board, is elected for two-years, and serves as Board Chair in the Chair's absence.

Section 5. 1 (c) 4 Treasurer. The Treasurer is elected in the same manner as the Chair. The Treasurer serves for a two-year term, may be re-elected only once, and has one vote. Once the term limits are invoked, the Treasurer may run for the office of Vice-Chair or, in the absence of a viable Chair, for the office of Chair. If elected to the office of Chair or Vice-Chair, the succession as described in Section 5.1(c)1 and 3 would apply.

Section 5. 1 (c) 5 Secretary. The Secretary is elected in the same manner as the Treasurer, has a two-year term, can be re-elected only once, and can run for the office of Vice-Chair or, in the absence of a viable Chair, for the office of Chair. If elected to the office of Chair or Vice-Chair, the succession as described in Section 5.1(c)1 and 3 would apply.

Section 5. 1 (d) Director at Large for Allied Organization Members. The Director at Large for Allied Organization Members must be current in his/her dues as a General Member, and is elected via a majority vote by the Allied Organization Members of the Corporation, serves on the Board to represent the interests of the Allied Organization members, and has one vote. The Director at Large for Allied Organization Members serves a two year term, may not be re-elected, and may not hold office unless elected while serving in another capacity.

ARTICLE VI. MEMBERSHIP AND DUES

Section 6.1 General Member. General Members are dues-paying individuals who support the mission of the Corporation, vote, and are eligible to run for elected office (officer, director at large). In general, they belong to a sportsmen's' club, pay annual dues, receive the newsletter, and vote for their region's Director at Large and on matters affecting the Corporation.

Section 6. 1 (a). Dues . General Members pay annual dues of $15 as a new General Member and at the rate set by the Board at the time of renewal.

Section 6.2 Allied Organization Members. Allied Organization membership is granted to those organizations that share the Corporation's vision by a majority vote of the Board. To maintain Allied Organization membership, an organization must be current with its dues in the Corporation. Each Allied Organization Member gets one vote, and is represented by a voting member of the Board via the Director at Large for Allied Organization Members. However, the combined vote of all Allied Organization Members may not constitute the majority of the votes cast on a given ballot/issue. Allied Organization Members may be granted the privilege of the Floor at the Corporation's Annual Meeting. Each Allied Organization Member may submit one resolution each year to the Standing Committee on Resolutions for its consideration.

Section 6.2 (a). Dues . Allied Organization members are assessed annual dues in the amount of $150 or the rate in force at the time of renewal.

Section 6.3 Sportsmen's Club. Each club contributes to the selection of the officers and the Director at Large for their Region, and on deciding the outcome of issues affection the Corporation by voting. If a club has from zero to 199 General Members of the Corporation that club would cast one vote. For clubs having in excess of 200 General Members a sliding scale based upon General membership would apply. That scale would be determined by multiplying the number of General members of the Corporation in excess of 200 that belong to a club by 1/100. Thus, if a club had 500 General Members of the Corporation, it could cast four votes (one vote for the first 200 members and 1/100 X 300 = 3 votes). In order to do this and to be actively represented in and benefit from the activities of the Corporation, each Club is assessed an annual fee of $1.00 per General Member of the Corporation. Any sportsmen's organization (Federation or other organization) above the local "Club" level will be considered an "Allied Organization" for dues and voting purposes.

Section 6.3 (a). Dues . As another incentive for the Clubs to increase the number of General Members of the Corporation, the club's dues will be adjusted based on the number of General Members of the Corporation that belong to the club. For example, clubs will be assessed $1 in dues, up to a total of $250, for each member of their club. However, if 10% of their club members become General Members of the Corporation, that club's dues would be reduced by 10%. That scale continues up through 100%. If 100% of a club's members become General Members of the Corporation, that club would pay no dues and still have the rights, privileges, and responsibilities of a Sportsmen's Club Member.

Section 6.4 Life Membership. Any individual paying an amount specified by the Board in advance of the application shall be known as a Life Member. Life Membership conveys voting privileges.

Section 6.4 (a). Dues . Life members may at any time make a payment, either one-time or in established installments, of an amount established by the Board to gain Lifetime Membership status. The initial amount approved by the Board for Lifetime Membership in the Corporation is $300.00. When applying for Life membership, the cost of a then-current annual membership may be deducted from the Life Membership dues level current at the time of advancement to Life Member status.

ARTICLE VI. MEMBERSHIP AND DUES - Continued

Section 6.5 Contributing Membership. Any business, company, professional person, or other individual making a monetary or "in-kind" contribution on an annual or regular basis to the Corporation shall be know as a "Contributing Member". Contributing membership does not convey voting privileges.

Section 6.5 (a). Dues . Contributing members support the mission of the Corporation and make annual contributions of funds or in-kind services at or above a level established by the Board. The initial amount set for a "Contributing Membership" is $500.00 per year.

Section 6.6 Champion Membership. Any individual General Member in good standing who is also publicly active in supporting the mission of the Corporation and who pays dues established by the Board will be presented with a membership certificate from the Board stating that the recipient is a Champion for the conservation of New York 's renewable natural resources. Champion membership conveys voting privileges in replacement of the General member franchise.

Section 6.6 (a). Dues. New Champion Members are recognized by the Corporation by providing for a one-time, annual waiver of the "Champion Member's" General Member annual dues as established by the Board at that time, and their names will, if so desired by the Member, be published in the Corporation's internal newsletter.

Section 6.7 Junior Membership. Any individual 16 years of age or younger, who expresses an interest in being a junior member of the Corporation, actively supports the Corporation's mission and embodies its philosophy, and pays dues at a level established by the Board, may become a "Junior Member". "Junior" membership does not convey voting privileges.

Section 6 .7 (a). Dues . Junior Members pay dues at a level established by the Board. "Junior" membership does not convey voting privileges. The Board has set the initial annual dues level at $5.00.

Section 6.8 Honorary Life Members. The Board may, from time to time, convey the title of "Honorary life Member" to an individual they feel embodies what the Corporation is about. That member will have all the privileges and responsibilities of membership, but the dues will be waived. "Honorary Life Membership" does not convey voting privileges.

Section 6.9 Endowment Members. Endowment members make a contribution that meets or exceeds the amount set by the Board for Endowment Membership and conveys this status for life.

Section 6.9 (a). Dues . The initial amount approved by the Board to become an Endowment Member is $1,000.00

ARTICLE VII. MEETINGS

Section 7.1 Annual Meeting of Members . The annual meeting of the members for the election of officers, voting on resolutions, and the transaction of other such business as may be necessary and properly come before the members shall be held each calendar year on or before March 28th at the principal offices of the Corporation or at such place and time as deemed appropriate by the Chair of the Board.

Section 7 . 2 Board Meetings/Special Meetings. Board Meetings/Special meetings may be called by the Chair, or Vice Chair or by a majority vote of the officers. Special meetings for a specific purpose may be called by the Chair, a majority of the Board, or by 100 voting members of the Corporation.

Section 7 . 3 Meeting Notices. Notice of all meetings, including time, place, and purposes shall be sent no less than 14 days prior to any such meeting, and at special meetings no business other than that requested in writing and stated in the meeting notice may be conducted.

Section 7 . 4 Quorum. At a meeting of the Board or special meeting called by the Chair or Vice Chair or a majority of the officers, a simple majority may hold a meeting as long as the Chair or the Vice Chair and Treasurer, or Vice Chair and Secretary are present in the Chair's absence. At an Annual Meeting of the Corporation or Special Meeting called by 100 voting members of the Corporation, a quorum of the Board must be present in order to conduct business so long as one voting member not an Officer or a Director at Large from each region also be in attendance in person or by proxy at the time of the official roll call of the meeting, which may be determined or re-determined by a simple majority vote of the Board as general practice and weather conditions may so permit.

Section 7.5 Voting Procedures. Each voting member in attendance shall be entitled to vote; but although a non-voting member may attend, he or she shall have no voting rights and must be recognized by the chair to speak.

Section 7.6 Mail or Electronic Ballot. Whenever any action is needed to be taken by the Corporation and it is at the time impractical to obtain a quorum, the matter to be acted upon may be submitted in writing to each voting member of the Corporation and shall have the same force and effect as though the vote were cast at a regular or special meeting wherein a quorum was present. The vote must be sooner than one month before and no later than two weeks before the action date. A resolution shall be considered passed if at least a majority of the Corporation's voting members return an affirmative ballot. The Secretary shall record in minutes of the next meeting the result of such mail or electronic ballot.

ARTICLE VIII. BOARD OF DIRECTORS

Section 8.1 Powers. The activities, affairs, funds, and property of the Corporation shall be managed, directed and controlled, and its powers exercised, by the Board of Directors, except as otherwise provided by statute or by these bylaws.

Section 8.2 Number and Term of Directors. The Board of Directors shall consist of five Officers (Chair, Past Chair, Vice Chair, Treasurer, and Secretary) and a Director at Large for each of DEC's Regions (9 at this time), and one Director at Large for the Allied Organization Members. Terms of office for Board members are stipulated in Section 5.

Section 8.3 Qualifications. Board members must be current in their dues, sympathetic to the mission of the Corporation, and duly elected.

Section 8.4 Election of Directors. Directors are elected at the annual meeting of the Corporation according to the procedures stipulated in Section 5.

Section 8.5 Removal, Resignation and Vacancies. Any Director may be removed from office at any time by a majority vote of the Board or a majority of the Councilpersons and Directors at Large whenever in their judgment the best interest of the Corporation will be served thereby, but with due notification of such action and the right to be heard thereon. Any officer may resign his/her position at any time by giving written notice to the Board Chair. If there is a vacancy among the Board by reason of death, resignation, or otherwise, such vacancy shall be filled for the unexpired term by the Board at a regular meeting or a special meeting called for that purpose or by mail ballot.

Section 8.6 Meetings of Directors. The Board will meet at least quarterly, with one of those meeting coinciding with the Annual Meeting of the members, to conduct the business of the Corporation. The location of said meetings shall be at the discretion of the Chair, and written notice of the meetings, whether regular or special, stating the time, purpose, and location thereof shall be given to each Director upon not less than fourteen (14) days notice.

Section 8.7 Quorum and Voting. The presence, in person or by proxy, of a majority of the Board members shall constitute a quorum at each meeting of the Board. Each Director shall be entitled to one vote on each matter submitted to a vote at a meeting of the Board. A proxy shall be valid only if in writing and given to another Director present in person at the meeting at which the proxy is to be voted. A Director who is voting by proxy shall be granted one vote for him/herself and one vote for each Director for whom he/she is voting by proxy.

Section 8.8 Committees. The Board shall have the power to appoint such committees, including, but not limited to, an Executive Committee of two or more duly elected Board members (excludes the Director at Large for Allied Member Organizations and Past Chair) and a Standing Committee on Resolutions, as the Board may deem advisable and proper from time to time. The Board may define the powers and duties of any such committee by resolution. Committees for consideration by the Board include, but are not limited to, the following:

Section 8.8(a) Credentials Committee

Section 8.8(b) Awards Committee

Section 8.8(c) Wildlife and Fisheries Committee

Section 8.8(d) Conservation Education Committee

Section 8.8(e) Conservation Issues Committee

Section 8.8(f) Nominating Committee

Section 8.9 Duties of the Board. The overall responsibility for the well-being of the Corporation and the setting of policy rests with the Board. The Board will employ a President who serves as the Chief Executive Officer for the Corporation, keeps the Board informed on issues affecting the Corporation and its mission, and executes Board policy. The President serves at the pleasure of the Board and is a non-voting, ex-officio member.

Section 8.9(a) Chair . The Chair shall supervise and direct the objectives, policies, and programs of the Corporation. He/she shall preside at all meetings of the Corporation and of the Board. In his/her absence, the Vice-Chair will preside. If both the Chair and Vice-Chair are absent, the Past Chair will preside. The Chair shall appoint committee members and shall, along with the President, be an ex-officio member of all standing and special committees, except the Nominating Committee. He/she will have such other powers and shall perform such duties as the Corporation or the Board may delegate.

Section 8.9(b) Vice-Chair. The Vice-Chair shall, during the absence or incapacity of the Chair, have the same authority as the Chair. He/she shall have such other powers and perform such other duties as the Corporation or the Board may delegate.

Section 8.9(c) Past Chair. The Past Chair shall, during the absence or incapacity of the Chair and Vice Chair, have the same authority as the Chair and Vice Chair. He/she shall have such other powers and perform such other duties as the Corporation or the Board may delegate.

Section 8.9(d) Treasurer. The Treasurer shall have, subject to such regulations as may be promulgated by the Corporation or by the Board, the care and custody of the general funds, but shall not be solely responsible for permanently invested funds, securities and assets which are under the direct supervision of the Board. He/she will see that all funds and securities are deposited in such banks or other depositories as the Board shall designate. The Treasurer shall keep adequate and accurate books of accounts, recording therein the amounts of all funds, securities, assets and liabilities of the Corporation. The Treasurer shall counsel with the President on fiscal matters and make recommendations to the Board on the investment and reinvestment of the Corporation's funds and securities, keep the Board informed as to the fiscal status of the Corporation, and shall complete all financial negotiations and transactions in accordance with the majority vote of the Board. The Treasurer shall perform other duties as may from time to time be prescribed by the Board.

Section 8.9(e) Secretary. The Secretary, through the President, shall be responsible for recording and reporting the minutes of all meetings of the Corporation. He/she shall, with the aid of the President, keep legal and membership records, and shall exhibit same when requested to do so by the Board. The Secretary, through the President, shall give notice to members and Directors of all meetings of the Corporation and shall sign and execute such documents as may be necessary for the transaction of the business of the Corporation. The Secretary shall perform other duties as may from time to time be prescribed by the Board.

Section 8.10 President. There shall be a President of the Corporation selected and hired via a two-year renewable contract by the affirmative vote of a majority of the Board. The President serves as the Chief Operating Officer for the Corporation and generally shall administer the affairs of the Corporation. The President shall perform other duties, including assisting the Secretary with legal and membership records, as may be assigned from time to time by the Board, including, but not limited to, polling the Board regarding "matters of urgency" facing the Corporation, and serves at the pleasure of the Board.

Section 8.11 General Responsibilities of Voting Members.

Following is a listing of some, but not all, of the general responsibilities for behavior by voting members.

•  All Officers and Directors should uphold the Constitution of the United States , Bill of Rights, and the Bylaws of the Corporation

•  Before accepting the nomination for Officer or Director at Large, the person should fully review his/her position within the County, Region or Corporation and the requirements of serving in the capacity being sought

•  Directors at large are required to bring before the Board the requests of their General Membership or Allied Organization members and strongly advocate on their behalf while fully realizing at the same time that he/she will be mandated to carry out the direction of the Board or vote of the voting members.

•  Officers and Directors have a moral obligation to abide by any position or policy established by the Board or vote of the voting members regardless of the individual's personal preference

•  Officers and Directors should actively involve themselves in an individual club within the Region where they reside as well as in their own County Federation

•  When Officers and Directors make public statements on behalf of the Corporation they must be consistent with the Corporation's position. If they are not, the person must clearly state that he/she is not speaking on behalf of the Corporation, and must clearly state the position of the Corporation.

•  Actions of Officers and Directors, whether intended to do so or not, reflect upon the Corporation and the sportspersons it represents. Therefore their actions should exemplify true sportsmen-like conduct.

Section 8.12 Indemnification. The Corporation shall, at a minimum provide $1 million coverage and at a maximum the fullest extent permissible under applicable laws, to indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal or administrative, or investigative (whether by or in the right of the Corporation or otherwise) by reason of the fact that he/she is or was a Director, Officer, employee, or agent of the Corporation, against expenses (including attorney's fees, judgments, fines and amounts paid in settlement) actually and reasonable incurred by him/her in conjunction with such action, suit, or proceeding.

ARTICLE IX. FISCAL AFFAIRS

Section 9.1 Fiscal Year. The fiscal year of the Corporation shall commence on the first day of the New Year.

Section 9. 2 Property Administration. The Corporation shall have the power to take, hold by gift, bequest, devise, purchase, lease, either absolutely or in trust, and administer for any of its objectives, policies, and programs, any funds, real or personal property, within limitation as to amount of value, except as may be prohibited by the laws of New York; to convey such property and to invest and reinvest any principal and to deal with and expend the income or principal and to use and dispose of the real and personal property in such manner as in the judgment of the Corporation or Board will best promote the objectives, policies, and programs of the Corporation. The Corporation shall have and shall exercise all powers conferred by law on such organization and consistent with the laws of any states, territories and possessions of the United States of America wherein such acts and transactions may originate or where any property is held.

Section 9.3 General Fund. The general fund account of the Corporation shall be made subject to the signature of either the Treasurer or a combination of the Treasurer and such other persons as the Board may designate from time to time.

Section 9.4 Endowment Fund. An endowment fund shall be established for bequests received by the Corporation unless otherwise restricted by the donor. Such endowment funds shall be dedicated so that an amount equal to two and one-half years of the Corporation's operating budget will not be utilized except that the net yield in excess of the original principal may be utilized for either addition to the endowment principal of for such other activities as determined by the Board. The Board shall evaluate the endowment fund's status each year upon approval of its annual budget and may reevaluate the proportional amount to be considered as principal upon receipt of an unrestricted bequest in excess of the Corporation's overall budget in any given year. The endowment fund principal shall be maintained and shall not be disposed of by the Corporation, except in the dissolution of the Corporation or with approval of the Board and a majority vote of the voting members.

Section 9.5 Audit. The Board shall cause the Corporation's accounts to be audited on an annual basis by an outside firm of accountants. Such outside firm of accountants shall submit annually to the Board a verified statement of the finances of the Corporation.

ARTICLE X. BYLAWS AMENDMENT

Section 10.1 Bylaws Amendments. Until such time as the Members elect their first slate of officers, the officers that serve in that interim constitute the Board, and may amend these Bylaws by a majority vote. Following the election of a full Board (Officers and Directors at Large) by the Members, that Board and all future Boards may alter, amend, or repeal these bylaws by a two-thirds (2/3) vote of the entire Board at any meeting of the Board, provided the substance of the proposed amendment shall have been stated in the notice of the meeting or waiver thereof, or by mail ballot. Any change in these bylaws made by the Board pursuant to this section may subsequently be altered or repealed by a majority vote of the voting members at the next annual meeting or special meeting of the members. The Board shall inform members of the Corporation of all new changes, either by letter or through one of the Corporation's regular publications.

Section 10.2.2. Bylaws Reconciliation. If at any time an article, section, or subsection of these bylaws should be determined to be in conflict with either organizational action/s deemed to be necessary/unnecessary, or any other article, section, or subsection of the bylaws, the office of responsibility for interim reconciliation shall be the chair in consultation with the president and executive committee; and the board of directors and bylaws committee shall be informed of the interim solution with full force thereto appertaining, which solution shall be entered upon the minutes of the next meeting of the board of directors or the organizational newsletter or another suitable publication of the organization, until formal amendment of the bylaws is recommended by the bylaws committee, determined by the executive committee, approved by the board of directors, and accepted by the membership.

ARTICLE XI. EXISTENCE AND DISSOLUTION

Section 11.1 Existence and Dissolution. The Corporation shall have perpetual existence. If, however, the Corporation is dissolved, the assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding Section of any future federal tax code, or shall be distributed to the federal government, or to state government, for a public purpose. Any such assets not so disposed shall be disposed by the Circuit court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or organizations, as said Court shall determine which are organized and operated for such purposes.

ARTICLE XII. PARLIAMENTARY AUTHORITY

Section 12.1 Parliamentary authority. In all matters not covered by these bylaws, "Roberts Rules of Order" shall prevail.