SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation is located in Limestone County, State of Alabama. 

SECTION 2. CHANGE OF ADDRESS

The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:

SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate. 

SECTION 4. CORPORATE SEAL

The seal of the corporation shall be circular in form and mounted upon a metal die, suitable for impressing the same upon paper. About the upper periphery of the seal shall appear the words “ALABAMA BLUEGRASS”, and about the lower periphery, the words “MUSIC ASSOCIATION, INC.” In the center of the seal shall appear the ABMA Logo; an outline of the state of Alabama with the acronym “ABMA” in vertically stacked, block letters; under which shall be the words “CORPORATE SEAL 

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code. 

SECTION 2. MISSION STATEMENT

THE ALABAMA BLUEGRASS MUSIC ASSOCIATION IS A NON-PROFIT ORGANIZATION INCORPORATED TO PROVIDE A NETWORK OF FANS, MUSICIANS, PROMOTERS, VENDORS, AND OTHER INTERESTED PARTIES FOR THE PURPOSE OF 1) PRESERVING BLUEGRASS MUSIC RESOURCES IN ALABAMA, 2) PUBLICIZING THE EXISTENCE OF THOSE RESOURCES, AND 3) EDUCATING THE RESIDENTS OF ALABAMA ABOUT THE BLUEGRASS MUSIC GENRE AND ITS IMPORTANCE TO NORTH AMERICAN TRADITIONAL MUSIC CULTURE. 

SECTION 3. SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purposes of this corporation shall be: a. Disseminate information and a calendar of events for the state of Alabama and surrounding states related to bluegrass music through the use of an association newsletter published on a schedule agreed upon by the Board of Directors. 

b. Educate Alabama residents about bluegrass music by organizing demonstrations and lectures for school students, through performance at organized stage shows and festivals, and through locally sponsored, informal association gatherings where the music is played in an impromptu setting. 
 

SECTION 1. NUMBER

The corporation shall have at least 3 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. 

Each director shall be a member in good standing of the Alabama Bluegrass Music Association. 

SECTION 3. POWERS

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, 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 Articles 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 of5cers, 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) Meet at such times and places as required by these Bylaws; 

(e) 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 one year and until his or her successor is elected and qualifies. A maximum of three successive terms may be held by each director. 

SECTION 6. COMPENSATION

Directors shall serve without compensation except that a reasonable fee as fixed per diem may be paid to directors for attending regular and special meetings of the board by resolution of the Board of Directors. In addition, they shall be allowed reasonable advancement or reimbursement of actual expenses incurred in the performance of their duties such as telephone, postage, etc. Receipts for such expenses shall be presented to the treasurer for disposition according to current rulings by the Board of Directors. 

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 annually, consistent with the schedule of a general membership meeting. 

SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. 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 Articles 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 days, but not greater than fifty days prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, 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 twenty four 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 Articles 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 two of the members of the Board of Directors. 

Except as otherwise provided under the Articles 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. 

SECTION 12. MAJORITY ACTION AS BQARD 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 Articles 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 President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, 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 informal rules of order, insofar as such rules are not inconsistent with or in conflict with the Articles 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 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 Secretary of 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 Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board 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 1. DESIGNATION OF OFFICERS

The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, Representatives, 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 may serve as officer of this corporation so long as they maintain their status as a member in good standing. 

SECTION 3. ELECTION AND TERM OF OFFICE

Officers shall be elected by the general membership and confirmed by the Board of Directors. Each of5cer shall hold office for a term of one year or 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. Each officer may hold office for a maximum of three consecutive terms. 

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 President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of of5cers appointed at the discretion of the board may or may not be filled as the board shall determine. 

SECTION 6. DUTIES OF PRESIDENT

The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, 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. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and at all meetings of the members. 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 7. 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 8. 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, if applicable, meetings of committees of directors and of members, 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. 

Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. 

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request thereof, 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 9. 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, moneys 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 thereof. 

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 10. DUTIES OF EGIONAL REPRESENTATIVES

The Regional Representative shall: 

Disburse information provided by the Board of Directors and other officers throughout his or her assigned region as defined in Article 5, Section 12 of these Bylaws. This information is typically related to membership drives and events, and may be in the form of posters, newsletters, flyers, and telephone notification. 

Provide application forms to prospective members in the assigned region and if requested by the potential member, shall collect the initial dues and forward them to the ABMA post office box. 

Initiate, coordinate, and promote ABMA and Non-ABMA events as much as practical, such as monthly jam sessions etc., within the region, providing ABMA membership information at each event. 

Act as conduit and reporter for providing information related to regional events, stories, and band profiles to the newsletter editor for publication and other officers as necessary for record. 

SECTION 11. COMPENSATION

Officers shall serve without compensation except that a reasonable fee as fixed per diem may be paid to officers for attending regular and special meetings of the board by resolution of the Board of Directors. In addition, they shall be allowed reasonable advancement or reimbursement of actual expenses incurred in the performance of their duties such as telephone, postage, etc. Receipts for such expenses shall be presented to the treasurer for disposition according to current rulings by the Board of Directors. 
 

SECTION 1. GENERAL REQUIREMENTS

Any person who exhibits an interest in the enjoyment and education of the public about bluegrass music is eligible for membership in the corporation. An applicant shall be admitted for membership upon receipt of an application and initial payment of annual dues. By application and admission to membership, said members assent and agree to be bound by these bylaws and amendments hereto and to discharge the duties of membership as herein set forth. 

SECTION 2. PERIOD OF MEMBERSHIP

Annual membership begins upon the receipt of application and dues for new members and upon receipt of annual renewal dues by existing members. Dues are applicable at the anniversary date of original application and are not considered for pro-ration under any circumstances such as renewal or termination. 

Membership shall not be transferable, but may be surrendered or canceled at any time without refund. 

SECTION 3. POWERS

The members of this corporation in good standing will have the power: 

a. To elect the directors and officers of the corporation at the annual meeting of members. 

b. To remove from of5ce any director for good and sufficient cause, at a regular or special meeting. 

c. To hear, consider, and approve or disapprove reports of the board of directors, officers, and committees of the corporation. 

d. To modify, suspend, or veto any decision of the Board of Directors by at least a two-thirds vote of all the members in good standing of the corporation. 

e. To hear and act as final arbiter in any dispute between or concerning the directors, officers, or individual members. 

f. Members may suggest resolutions for the guidance or direction of the corporation at any annual or special meeting, and such resolution shall be binding on the Board of Directors and continue in effect until the next annual meeting of members. 

g. Each member shall have the right at reasonable times to inspect the books of account and membership records of the corporation on written request to the secretary or appropriate officer. 
 

SECTION 4. TERMINATION

Membership in the corporation and all rights incident thereto shall be terminated by any one of the following: 

a. Written resignation of the member submitted to the secretary. 

b. Death of a member. 

c. Expulsion, following a hearing before the Board of Directors, of a member for a willful violation of, or failure to comply with the Articles of Incorporation, these bylaws, or the duly promulgated rules and regulations of the corporation respecting membership rights and duties: Provided, however, that not less than five days written notice of such hearing shall be given to the member. A member shall be expelled only by a majority vote of the Board of Directors. 

SECTION 5. MEETINGS

The place of all meetings of the membership shall be such place or places within the state of Alabama or elsewhere as shall be determined from time to time by the Board of Directors, and the place at which such meeting is to be held shall be stated in the call and notice of such meeting. 

SECTION 6. ANNUAL MEMBERSHIP MEETING

The annual meeting of the membership of the corporation is for the election of directors to succeed those whose term expires, and for the transaction of such other business as may properly come before the meeting, and shall be held each year upon such date as may be determined by the Board of Directors. If the annual meeting of the membership is not held as herein provided, or the election of directors shall not be made at such meeting or an adjournment thereof, the election of directors may be held at any meeting thereafter called pursuant to these bylaws. 

SECTION 7. VOTING RIGHTS

Every membership in good standing, individual or family, shall have the right to cast one vote in person or by proxy at a meeting of the membership. 

A complete list of members entitled to vote at an annual meeting, arranged in alphabetical order, shall be prepared by the secretary, who shall have charge of the membership roles, and filed at least five days prior to every annual meeting, and shall be open to the examination of any member. 

SECTION 8. SPECIAL MEMBERSHIP MEETINGS

Special meetings of the membership may be called by the President or a majority of the Board of Directors and shall be called at any time by the President and Vice-President, Secretary, or Treasurer upon written request of 25 percent of the outstanding membership of the corporation entitled to vote at such meetings. The business of the corporation to be transacted at such meetings shall be stated in the call for such meeting. 

SECTION 9. MEETING NOTICE

Notice of the time and place of the annual meeting shall be given by mailing written or printed notices of same at least ten days, and not more than thirty days prior to the meeting, and notice of the time and place of special meetings shall be given by written or printed notice of same at least five days and not more than fifty days prior to the meeting, postage prepaid and addressed to each member's last known post office address appearing on the membership list of the corporation. 

SECTION 10. QUORUM

A quorum at any annual or special meeting of the membership shall consist of ten percent (10%) of the outstanding membership of the corporation entitled to vote at such meeting, present in person or by written proxy. All actions of the membership shall be determined by a majority of membership present in person or by proxy at a meeting at which there exists a quorum of members except where otherwise provided for these bylaws or under the general corporate and other applicable laws of the state of Alabama. 

SECTION 11. DUES

Dues shall be set from time to time by resolution of the Board of Directors and shall be assessed and paid on an annual basis. A member in good standing shall mean a member who has paid all current dues and assessments and who is not under disqualification pursuant of Article 5 Section 4 of these bylaws. 

SECTION 12. REGIONAL REPRESENTATION

Membership in the corporation is divided into eight regions in order to provide a more efficient communications network. A Regional Representative is identified for each region and is an elected officer of the corporation. This representative is key to providing a corporate presence throughout the state. The state of Alabama is divided into the following regions for the purposes herein: 

Region 1    Northwest (Florence/Decatur) 

Region 2     Northeast (Huntsville/Guntersville) 

Region 3     West Central (Tuscaloosa) 

Region 4     North Central (Birmingham) 

Region 5     East (Gadsden/Anniston) 

Region 6    South Central (Montgomery/Columbus) 

Region 7     Southwest (Mobile) 

Region 8     Southeast (Dothan) 
 
 

SECTION 13. ABMA EVENT NOTIFICATION

All events that are initiated or executed as events sponsored or managed under the auspices of the Alabama Bluegrass Music Association, or display the ABMA logo as the theme, shall be done only by approval of the Board of Directors. A meeting of the board is generally not required to receive this approval. The intent of this rule is to insure that the board is fully aware of ABMA events and to understand how ABMA as an organization is being portrayed. There will be no attempt to complicate this process as ABMA fully supports and encourages such publicity as an integral part of the association's foundation and charter. 

Examples of such ABMA public appearances are:  Jam sessions, school appearances, parades, television and radio appearances, festival booths, etc. 
 
 

SECTION 1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of members 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. 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 two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the membership. 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 corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board. 

SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. 
 

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, or the President, or the Vice-President. Countersigned instruments are not required except under specific resolution of the Board of Directors. 

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. 
 
 

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office: 
(a) Minutes of all meetings of directors, committees of the board and of all meetings of members, 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 record of its members, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; 

(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation 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. MEMBERS' INSPECTION RIGHTS

Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member: 

(a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested. 

(b) To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled. 

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member. 

Members 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 5. RIGHT TO COPY AND MAKE EXTRACTS

 Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts. ' 

SECTION 6. 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 to the members, if any, of this corporation, to be 
so prepared and delivered within the time limits set by law.
 
 

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 (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. 

SECTION 2. PROHIBN AGAINST PRIVATE INUREMENT

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, 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 501 (c )(3) of the Internal Revenue 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. 
 

SECTION 1. AMENDMENT

Subject to the power of the members of this corporation to adopt, amend, or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors. 
 

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles 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 Articles of Incorporation shall be to the Articles of Incorporation of this corporation filed with the Secretary of State for the state of Alabama 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.