BYLAWS OF PEOPLE ADVOCATING THERAPEUTIC HOMES, INC.
(a) To assist in the dissemination of information concerning the availability
in Connecticut of vacancies in self-support therapeutic homes for recovering
addicts (TH);
(b) To encourage the creation and operation of TH’s;
(c) To disseminate information about PATH’s activities nationwide; and,
(d) To engage in any other lawful activity in support of the above objectives
and purposes, providing that the corporation shall not carry on any activities
not permitted to be carried on 1) by a corporation exempt from federal income
tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding
section of any future federal tax code, or 2) by a corporation contributions
to which are deductible under section 170 (c) (2) of the Internal Revenue Code,
or the corresponding section of any future federal tax code.
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
The corporation shall have fifteen (15) directors and collectively they shall
be known as the Board of Directors.
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in this state and shall demonstrate
a sincere interest in and commitment to the purposes and objectives of this
organization.
SECTION 3. POWERS
Subject to the provisions of the laws of this state and any limitations in
the Certificate of Incorporation and these Bylaws, the activities and affairs
of this corporation shall be conducted and all corporate powers shall be exercised
by or under the direction of the Board of Directors.
SECTION 4. DUTIES
It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually
by law, by the Certificate of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided
in these Bylaws, prescribe the duties and fix the compensation, if any, of
all officers, agents and employees of the corporation;
(c) Supervise all officers, agents and employees of the corporation to assure
that their duties are performed properly;
(d) Cause the Corporation to do and perform all acts that may be necessary
or appropriate to the conduct of the Corporation’s business;
(e) Meet at such times and places as required by these Bylaws;
(f) Register their addresses with the Secretary of the corporation, and notices
of meetings mailed or telegraphed to them at such addresses shall be valid
notices thereof.
SECTION 5. TERM OF OFFICE
Each Director shall hold office for a period of three years and until his or
her successor is elected and qualifies. The Directors shall be divided into
three (3) classes numbering five (5) Directors each. Directors of each such
class shall be elected triennially, at the Annual Meeting of the Board of Directors.
No Director shall serve more than three (3) consecutive terms without remaining
off the Board for at least one (1) year.
The term of the Directors in the first class of Directors will expire at the
first annual meeting. The term of Directors in the second class of Directors
will expire at the second annual meeting. The term of Directors in the third
class of Directors will expire at the third annual meeting.
SECTION 6. NOMINATIONS AND ELECTION
The Nominating Committee shall solicit from the public the names of individuals
to place in nomination for the Board of Directors. From such names and others
presented by members of the Committee, the Nominating Committee shall select
that number of nominees for the Board of Directors as equals the number of
Directors in the class standing for election. The names so selected shall be
placed in nomination by notice to the Board of Directors given at least ten
(10) days in advance of the annual meeting of Directors. Any Director may introduce
additional nominees at the annual meeting of the Directors.
(a) If no additional nominees for the Board are introduced at the annual meeting (so that the slate placed in nomination by the Nominating Committee is unopposed), then each Director shall vote for or against the slate of nominees as a whole and the slate shall be elected if it receives the affirmative vote of Directors holding a majority.
(b) However, if one or more names in addition to those placed in nomination
by the Nominating Committee are introduced by the Directors at the annual meeting,
then each Director shall cast one vote per candidate, and may vote for as many
candidates as the number of candidates to be elected to the board. The candidates
receiving the highest number of votes up to the number of Directors to be elected
shall be elected to serve on the board.
SECTION 7. COMPENSATION
Directors shall serve without compensation except that a reasonable fee may
be paid to Directors for attending regular and special meetings of the board.
In addition, they shall be allowed reasonable advancement or reimbursement
of expenses incurred in the performance of their duties.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise
provided by the board or at such other place as may be designated from time
to time by resolution of the Board of Directors.
SECTION 8. REGULAR MEETINGS
Regular meetings of Directors shall be held on the fourth Wednesday of the
months of March and September, at 4:00 pm, unless such day falls on a legal
holiday, in which event the regular meeting shall be held at the same hour
and place on the next business day.
Directors shall be elected at the annual meeting of the Board of Directors
held on the fourth Wednesday in March. Voting for the election of Directors
shall be by written ballot unless the slate of nominees to the Board of Directors
proposed by the Nominating Committee is unopposed. Each director shall cast
one vote per candidate, and may vote for as many candidates as the number of
candidates to be elected to the board. The candidates receiving the highest
number of votes up to the number of Directors to be elected shall be elected
to serve on the board.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson
of the Board, the President, the Secretary, or by any two directors. Such meetings
shall be held at the principal office of the corporation or, if different,
at the place designated by the person or persons calling the special meeting.
SECTION 10. NOTICE OF MEETINGS
Unless otherwise provided by the Certificate of Incorporation, these Bylaws,
or provisions of law, the following provisions shall govern the giving of notice
for meetings of the Board of Directors:
(a) Regular Meetings. No notice need be given of any regular meeting of the
Board of Directors.
(b) Special Meetings. At least ten (10) days prior notice shall be given by
the Secretary of the corporation to each Director of each special meeting of
the Board. Such notice will be in writing, unless oral notice is reasonable
under the circumstance. Such notice may be given personally, by first class
mail, by telephone, or by facsimile machine, and shall state the place, date
and time of the meeting and the matters proposed to be acted upon at the meeting.
In the case of facsimile notification, the Director to be contacted shall acknowledge
personal receipt of the facsimile notice by a return message or telephone call
within seventy-two (72) hours of the first facsimile transmission.
(c) Waiver of Notice. Whenever any notice of a meeting is required to be given
to any Director of this corporation under provisions of the Certificate of
Incorporation, these Bylaws, or the law of this state, a waiver of notice in
writing signed by the Director, whether before or after the time of the meeting,
shall be equivalent to the giving of such notice.
SECTION 11. QUORUM FOR MEETINGS
A quorum shall consist of one-third of the members of the Board of Directors,
but in no event less than five (5) Directors. Directors may not vote by proxy.
(a) Lack of Quorum. Except as otherwise provided under the Certificate of Incorporation,
these Bylaws, or provisions of law, no business shall be considered by the
board at any meeting at which the required quorum is not present, and the only
motion which the Chair shall entertain at such meeting is a motion to adjourn.
(b) Telephone Participation in Meetings. One or more Directors may participate
in a meeting of the Board of Directors by means of conference telephone or
similar communications equipments by means of which all persons participating
in the meeting can hear each one another. Participation in a meeting pursuant
to this section shall constitute presence in person at the meeting.
(c) Action by Written Consent. Any action which may be taken at a meeting of
the Board of Directors may be taken without a meeting if, prior or subsequent
to the action, a written consent or consents thereto are executed by two-thirds
of all Directors. The provisions of Section 10(b) regarding notice of special
meetings shall also apply to action by written consent. Any notice of action
to be taken by written consent shall contain the full text of such consent.
The Secretary shall notify all Directors of any action taken by written consent.
SECTION 12. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at
a meeting duly held at which a quorum is present is the act of the Board of
Directors, unless the Certificate of Incorporation, these Bylaws, or provisions
of law require a greater percentage or different voting rules for approval
of a matter by the board.
SECTION 13. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson
of the Board, or, in his or her absence, the Vice Chairperson of the Board,
or if no such person has been so designated, the President of the corporation
or, in his or her absence, by a Chairperson chosen by a majority of the Directors
present at the meeting. The Secretary of the corporation shall act as secretary
of all meetings of the board, provided that, in his or her absence, the presiding
officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Roberts Rules of Order, insofar as such rules
are not inconsistent with or in conflict with the Certificate of Incorporation,
these Bylaws, or with provisions of law.
SECTION 14. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation
or removal of any Director, and (2) whenever the number of authorized Directors
is increased.
Any Director may resign effective upon giving written notice to the Chairperson
of the Board, the President, the Secretary, or the Board of Directors, unless
the notice specifies a later time for the effectiveness of such resignation.
No Director may resign, if the corporation would then be left without a duly
elected Director or Directors in charge of its affairs, except upon notice
to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by
and in accordance with the laws of this state.
Unless otherwise prohibited by the Certificate of Incorporation, these Bylaws
or provisions of law, vacancies on the Board of Directors may be filled by
approval of the Board of Directors. If the number of Directors then in office
is less than a quorum, a vacancy on the board may be filled by approval of
a majority of the Directors then in office or by a sole remaining Director.
A person elected to fill a vacancy on the board shall hold office until the
next election of the Board of Directors or until his or her death, resignation
or removal from office.
SECTION 15. NONLIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or
other obligations of the corporation.
SECTION 16.INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The Directors and Officers of the corporation shall be indemnified by the corporation
to the fullest extent permissible under the laws of this state.
SECTION 17. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors
may adopt a resolution authorizing the purchase and maintenance of insurance
on behalf of any agent of the corporation (including a director, officer, employee
or other agent of the corporation) against liabilities asserted against or
incurred by the agent in such capacity or arising out of the agent's status
as such, whether or not the corporation would have the power to indemnify the
agent against such liability under the Certificate of Incorporation, these
Bylaws or provisions of law.
ARTICLE 4
OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The Officers of the corporation shall be a Chairperson of the Board, a President,
a Secretary, and a Treasurer. The corporation may also have a Vice Chairperson
of the Board and one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other such officers with such titles as may be determined from
time to time by the Board of Directors.
SECTION 2. QUALIFICATIONS
Any person who has attained the age of majority may serve as Officer of this
corporation.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the Board of Directors, at the first annual meeting
of the Board of Directors and thereafter on an annual basis, and each Officer
shall hold office until he or she resigns or is removed or is otherwise disqualified
to serve, or until his or her successor shall be elected and qualified, whichever
occurs first.
SECTION 4. REMOVAL AND RESIGNATION
Any Officer may be removed, either with or without cause, by the Board of Directors,
at any time. Any Officer may resign at any time by giving written notice
to the Board of Directors or to the President or Secretary of the corporation.
Any such resignation shall take effect at the date of receipt of such notice
or at any later date specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
The above provisions of this Section shall be superseded by any conflicting
terms of a contract which has been approved or ratified by the Board of Directors
relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or
otherwise, of any officer shall be filled by the Board of Directors. In the
event of a vacancy in any office other than that of Chair Person of the Board,
or President, such vacancy may be filled temporarily by appointment by the
Chairperson until such time as the Board shall fill the vacancy.
Vacancies occurring in offices of Officers appointed at the discretion of the
Board may or may not be filled, as the Board shall determine.
SECTION 6. DUTIES OF THE CHAIRPERSON
The Chairperson shall preside at meetings of the Board of Directors and shall
have such powers and perform such duties as shall be prescribed from time to
time by the Board of Directors. The Chairperson shall normally have sole responsibility
and authority to communicate decision and directives of the Board of Directors
to the Officers.
SECTION 7. DUTIES OF THE VICE CHAIRPERSON
The Vice Chairperson shall preside at meetings of the Board of Directors in
the absence of the Chairperson and shall have such powers and perform such
duties as shall be prescribed from time to time by the Board of Directors.
SECTION 8. DUTIES OF PRESIDENT
The President shall be the Chief Executive Officer of the corporation and shall,
subject to the general supervision of the Board of Directors and Chairperson,
supervise and control the affairs of the corporation and the activities of
the officers. He or she shall perform all duties incident to his or her office
and such other duties as may be required by law, by the Articles of Incorporation,
or by these Bylaws, or which may be prescribed from time to time by the Board
of Directors. In the absence of the Chairperson of the Board of Directors,
or Vice Chairperson, the President shall preside at all meetings of the Board
of Directors. Except as otherwise expressly provided by law, by the Articles
of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation,
execute such deeds, mortgages, bonds, contracts, checks, or other instruments
which may from time to time be authorized by the Board of Directors.
SECTION 9. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or
refusal to act, the Vice President shall perform all the duties of the President,
and when so acting shall have all the powers of, and be subject to all the
restrictions on, the President. The Vice President shall have other powers
and perform such other duties as may be prescribed by law, by the Articles
of Incorporation, or by these Bylaws, or as may be prescribed by the Board
of Directors.
SECTION 10. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or
a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the
board may determine, a book of minutes of all meetings of the Directors, and,
all meetings of Board Committees, recording therein the time and place of holding,
whether regular or special, how called, how notice thereof was given, the names
of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix the
seal, as authorized by law or the provisions of these Bylaws, to duly executed
documents of the corporation.
Exhibit at all reasonable times to any Director of the corporation, or to his
or her agent or attorney, on request therefore, the Bylaws, the membership
book, and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such
other duties as may be required by law, by the Articles of Incorporation, or
by these Bylaws, or which may be assigned to him or her from time to time by
the Board of Directors.
SECTION 11. DUTIES OF TREASURER
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities
of the corporation, and deposit all such funds in the name of the corporation
in such banks, trust companies, or other depositories as shall be selected
by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from
any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be
directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties
and business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records
to any director of the corporation, or to his or her agent or attorney, on
request therefore.
Render to the President and directors, whenever requested, an account of any
or all of his or her transactions as Treasurer and of the financial condition
of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the
financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such
other duties as may be required by law, by the Articles of Incorporation of
the corporation, or by these Bylaws, or which may be assigned to him or her
from time to time by the Board of Directors.
SECTION 11. COMPENSATION
The salaries of the Officers, if any, shall be fixed from time to time by resolution
of the Board of Directors. In all cases, any salaries received by officers
of this corporation shall be reasonable and given in return for services actually
rendered to or for the corporation.
ARTICLE 5
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of its members, designate an
Executive Committee and may delegate to such committee the powers and authority
of the board in the management of the business and affairs of the corporation,
to the extent permitted, and except as may otherwise be provided, by provisions
of law. The Executive Committee shall consist of the Chairperson, the President
and at least three other Directors, appointed by and serving at the pleasure
of, the Board.
By a majority vote of its members, the board may at any time revoke or modify
any or all of the Executive Committee authority so delegated, increase or decrease
but not below five (5) the number of the members of the Executive Committee,
and fill vacancies on the Executive Committee from the members of the board.
The Executive Committee shall keep regular minutes of its proceedings, cause
them to be filed with the corporate records, and report the same to the board
from time to time as the board may require.
SECTION 2. OTHER COMMITTEES
The Board of Directors shall establish and maintain the following standing
committees: Nominating, Finance, and Communications and such other standing
or special committees as the Board of Directors may determine from time to
time, to act in an advisory capacity to the Board. All other committees established
by the Board except the Executive Committee and the Nominating Committee may
consist of persons who are not also members of the Board.
Each committee shall have such duties, powers and authority, as the Board of
Directors shall specify. The Board of Directors may adopt rules and regulations
governing committee meetings and the performance of committee duties, including
without limitation rules regarding the right of non-Director members of a committee
to vote and to be counted toward a quorum. In the absence of such rules and
regulations established by the Board, each committee shall follow procedures
analogous to those set forth herein applicable to the Board of Directors and
such other rules and procedures as it may establish.
(a)The Nominating Committee shall consist of the Chairperson, the President
and three (3) other Directors appointed by and serving at the pleasure of,
the Board.
(b) The Finance Committee shall consist of two or more Directors appointed
by and serving at the pleasure of, the Board of Directors. The Board shall
designate one Director to serve as Chairperson of the committee. The Board
may also appoint as many non-Director advisory members to this committee as
it deems appropriate.
The Finance Committee shall provide advice and counsel to the Board of Directors
on the budget, accounting controls, financial reporting, financial oversight
and the integrity of the audit process, and may engage in such other activities
as are from time to time assigned by the Board of Directors.
(c) The Communications Committee shall consist of two or more Directors appointed
by and serving at the pleasure of, the Board of Directors. The Board shall
designate one Director to serve as chairperson of the committee. The Board
may also appoint as many non-Director advisory members to this committee as
it deems appropriate.
The Communications Committee shall provide advice and counsel to the Board
on fund-raising and public relations. The committee’s activities, at
the direction of the Board, may include representing the organization to its
surrounding community and any special constituency, facilitating government,
corporation, private foundation and public funding; recruiting volunteers,
participating directly in programs to encourage greater public awareness of
the organization and its mission and such other activities as are from time
to time assigned by the Board of Directors.
ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by
resolution authorize any officer or agent of the corporation to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the corporation, and such authority may be general or confined to specific
instances. Unless so authorized, no officer, agent, or employee shall have
any power or authority to bind the corporation by any contract or engagement
or to pledge its credit or to render it liable monetarily for any purpose or
in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors,
or as otherwise required by law, checks, drafts, promissory notes, orders for
the payment of money, and other evidence of indebtedness of the corporation
shall be signed by the Treasurer and countersigned by the President of the
corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit
of the corporation in such banks, trust companies, or other depositories as
the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution,
gift, bequest, or devise for the nonprofit purposes of this corporation.
ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
(a) Minutes of all meetings of directors and committees of the board indicating
the time and place of holding such meetings, whether regular or special, how
called, the notice given, and the names of those present and the proceedings
thereof;
(b) Adequate and correct books and records of account, including accounts of
its properties and business transactions and accounts of its assets, liabilities,
receipts, disbursements, gains and losses;
(c) A copy of the corporation's Articles of Incorporation and Bylaws as amended
to date, which shall be open to inspection by the Directors, of the corporation,
and by the state and federal government, as required by law, at all reasonable
times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal.
Such seal shall be kept at the principal office of the corporation. Failure
to affix the seal to corporate instruments, however, shall not affect the validity
of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect
and copy all books, records and documents of every kind and to inspect the
physical properties of the corporation and shall have such other rights to
inspect the books, records and properties of this corporation as may be required
under the Articles of Incorporation, other provisions of these Bylaws, and
provisions of law.
SECTION 4. PERIODIC REPORT
The board shall cause any annual or periodic report required under law to be
prepared and delivered to an office of this state or an office of the federal
government within the time limits set by law.
ARTICLE 8
IRC 501(C)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying
on of propaganda, or otherwise attempting to influence legislation [except
as otherwise provided by Section 501(h) of the Internal Revenue Code], and
this corporation shall not participate in, or intervene in (including the publishing
or distribution of statements), any political campaign on behalf of, or in
opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall
not carry on any activities not permitted to be carried on (a) by a corporation
exempt from federal income tax under Section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future tax code, or (b) by a corporation,
contributions to which are deductible under Section 170(c)(2) of the Internal
Revenue Code, or the corresponding section of any future tax code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit
of, or be distributable to, its Directors, Officers, or other private persons,
except that the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the purposes of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment,
or provision for payment, of all debts and liabilities of this corporation
shall be distributed for one or more exempt purposes within the meaning of
Section 510(c)(3) of the Internal Revenue Code, or the corresponding section
of any future tax code, or shall be distributed to the federal government,
or to a state or local government, for a public purpose. Such distribution
shall be made in accordance with all applicable provisions of the laws of this
state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this corporation is a private foundation as described
in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute
its income for said period at such time and manner as not to subject it to
tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in
any act of self-dealing as defined in Section 4941(d) of the Internal Revenue
Code; 3) shall not retain any excess business holdings as defined in Section
4943(c) of the Internal Revenue Code; 4) shall not make any investments in
such manner as to subject the corporation to tax under Section 4944 of the
Internal Revenue Code; and 5) shall not make any taxable expenditures as defined
in Section 4945(d) of the Internal Revenue Code.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Except as may otherwise be specified under provisions of law, these Bylaws,
may be altered, amended, or repealed and new Bylaws adopted by approval of
the Board of Directors.
ARTICLE 10
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Certificate
of Incorporation of this corporation, the provisions of the Certificate of
Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable
or invalid for any reason, the remaining provisions and portions of these Bylaws
shall be unaffected by such holding.
All references in these Bylaws to the Certificate of Incorporation shall be
to the founding document of this corporation filed with the Office of the Secretary
of the State and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue
Code shall be to such sections of the Internal Revenue Code of 1986 as amended
from time to time, or to corresponding provisions of any future federal tax
code.