BYLAWS OF  The Oklahoma Pagan/Heathen Alliance, Inc ARTICLE 1: OFFICES SECTION 1. PRINCIPAL OFFICE  The principal office of The Oklahoma Pagan/Heathen Alliance, Inc. (hereafter referred to as “OPHA” or the Corporation) is located at 1311 North Vandalia Avenue , Tulsa , in Tulsa County , State of Oklahoma .  SECTION 2. CHANGE OF ADDRESS  The designation of the county or state of OPHA’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:  No changes have been made.  SECTION 3. OTHER OFFICES  OPHA 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.  ARTICLE 2: NONPROFIT PURPOSES SECTION 1. IRC SECTION 501(c)(3) PURPOSES  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. SPECIFIC OBJECTIVES AND PURPOSES  The specific objectives and purposes of OPHA shall be:  1. To provide for the Religious and Spiritual growth of its supporters and the local community.  2. To provide for the Religious and Spiritual education of its supporters and the local community.  ARTICLE 3: DIRECTORS SECTION 1. NUMBER  OPHA shall have nine (9) directors and collectively they shall be known as the Board of Directors.  At least one of the Board of Directors must be an ordained minister whose credentials are on file with the County Clerks office in a County within the state of Oklahoma . SECTION 2. QUALIFICATIONS  1. Any member over twenty-five (25) years of age may serve as a Director of this corporation who has been a member of OPHA for at least one (1) year. 2. Membership must be kept current and in good standing. 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 OPHA, the activities and affairs of OPHA 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:  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws. 2. 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. 3. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly 4. Meet at such times and places as required by these Bylaws. 5. 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  Directors shall hold office for a period of two (2) years and until his or her successor is elected and qualifies. SECTION 6. CONFIDENTIALITY CLAUSE Directors shall sign and confidentiality agreement upon being appointed to the Board. This agreement states that only those things passed or made public record by the Board are allowed to be discussed with anyone outside the current Board of Directors. SECTION 7. COMPENSATION  Directors shall serve without compensation. They may however receive reasonable reimbursement of expenses incurred in the performance of their duties.  SECTION 8. 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 9. REGULAR MEETINGS  1. Regular meetings of Directors shall be held on second Sunday of every other month starting in January (January, March, May, July, September, November) at 2:00 PM and ending no later than 4:00pm of the same day.  2. At the regular meeting of directors held on the second Sunday of January, Directors shall be elected by the Board of Directors. Nominations for Vacant positions on the board shall be made by the Voting members of OPHA. Voting for the election of directors shall be by written ballot. 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.  3. Meetings are held under Parliamentary Procedure. 4. Meetings are open to the OPHA General Membership for attendance, however, meetings must be kept in order or those out of order will be asked to leave or the meeting room cleared of all parties excepting the Board of Directors and the President of the Corporation. SECTION 10. SPECIAL MEETINGS  Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Secretary, by any four 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 11. 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:  1. Regular Meetings. No notice need be given of any regular meeting of the board of directors.  2. Special Meetings. At least one week 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 electronic mail (email), 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 electronic mail or facsimile notification, the director to be contacted shall acknowledge personal receipt of the electronic mail or facsimile notice by a return message or telephone call within twenty four hours of the first electronic mail or facsimile transmission.  3. 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 12. QUORUM FOR MEETINGS  A quorum shall consist of a majority 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 13. 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 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 14. PROXY VOTES Members of the Board are required to designate a holder for their Vote by proxy in the instance they are not able to attend the meeting. This will negate tie votes. They can make their wishes known about a specific issue and the Proxy Holder will vote the way the Director wished their vote cast or they can designate that the Proxy Holder votes how they feel the absent Director would want their vote cast in the current situation. Proxies are good for one calendar year or until such time as the Proxy is rescinded. SECTION 15. CONDUCT OF MEETINGS  Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, 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 such procedures as may be approved from time to time by the board of directors, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.  SECTION 16. 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.  Directors will be removed from office automatically if they have missed twenty five (25) percent or more of the Regular Scheduled Board Meetings within the current calendar year (January – December). A majority vote of the Board can readmit them to their former position if a written request is given by the removed Board Member. Special dispensation can be given if asked for in advance and agreed to by the majority of the Board for special circumstances. 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 17. NONLIABILITY OF DIRECTORS  The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.  SECTION 18. 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 19. 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 Articles of Incorporation, these Bylaws or provisions of law.  ARTICLE 4: OFFICERS 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, and other such officers with such titles as may be determined from time to time by the Board of Directors.  SECTION 2. QUALIFICATIONS  1. Any member over twenty-five (25) years of age may serve as officer of this corporation. 2. Membership must be kept current and in good standing. SECTION 3. ELECTION AND TERM OF OFFICE  1. Officers shall be nominated and elected by a majority vote of the Membership, 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.  2. All Officer terms are for 1 (one) year except for Treasurer. This position’s term of office is 2 (two) years and is appointed by the Board of Directors and not the General Membership. 3. No Officer may serve more than 2 (two) consecutive terms of office. 4. Elections will be held on the first regular scheduled meeting in January of each year.  5. Elections shall be by private ballot.  6. Ballots shall be tallied by the secretary and other designated officer.  7. Any member may request a verbal accounting if they feel the tallies are incorrect. 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 officers 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, if this corporation has members, 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:  1. 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.  2. 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.  3. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. 4. 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.  5. 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.  6. 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.  7. 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:  1. 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.  2. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.  3. 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.  4. 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.  5. 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.  6. 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.  7. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.  8. 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. COMPENSATION  The Officers shall serve without compensation. They may however receive reasonable reimbursement of expenses incurred in the performance of their duties.  ARTICLE 5: COMMITTEES SECTION 1. 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.  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 or 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:  1. Minutes of all meetings of directors, committees of the board and, if this corporation has members, 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. 2. 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. 3. A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, 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. 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 5. 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.  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 (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue 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 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 510(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.  ARTICLE 9: MEMBERS SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS  The corporation shall have a minimum of two classes of members. No member shall hold more than one membership in the corporation.  SECTION 2. QUALIFICATIONS OF MEMBERS  1. Any person eighteen years of age or older, may apply for membership.  2. Parents may request a membership for their children under the age of eighteen. SECTION 3. ADMISSION OF MEMBERS  Applicants shall be admitted to membership after:  1. Making a request to the Membership Officer or Secretary requesting membership in OPHA.  2. The applicant must affirm acceptance of the “Oklahoma Pagan/Heathen Alliance Agreement”, “General Belief Agreement”, the “Seeker’s Bill of Rights”, and the “Teacher’s Bill of Rights”.  3. Payment of dues (if any) associated with the membership.  SECTION 4. MEMBERSHIP CLASSES AND DUES  The two (2) classes of membership are:  1. INDIVIDUAL MEMBER – Annual dues of $15.00 per person.  2. CHARTER MEMBER – One of the founding members of the corporation. Annual dues have been eliminated because of the initial monetary investment in the corporation by these members. SECTION 5. NUMBER OF MEMBERS  There is no limit on the number of members the corporation may admit.  SECTION 6. MEMBERSHIP BOOK  OPHA shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at OPHA’s principal office.  SECTION 7. NON-LIABILITY OF MEMBERS  A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.  SECTION 8. NON-TRANSFERABILITY OF MEMBERSHIPS  No member may transfer a membership or any right arising there-from. All rights of membership cease upon the member’s death.  SECTION 9. TERMINATION OF MEMBERSHIP  The membership of a member shall terminate upon the occurrence of any of the following events:  1. Upon his or her notice of such termination delivered to the Membership Officer personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.  2. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of OPHA or by breach of the corporation’s code of discipline. All rights of a member in the corporation shall cease on termination of membership as herein provided.  SECTION 10. RIGHT OF MEMBERS Current Members have the following rights within OPHA: 1. Each are given 1 (one) vote in all things coming before the General Membership for vote. 2. Members are able to nominate other Members for appointment to the Board of Directors. 3. Members are able to nominate and vote for Officer positions within the corporation. 4. Members are able to hold either/both Director or Officer positions. 5. Members are able to serve on Special Committees. 6. Members are able to present items to the Officers for submission to the Directors for internal structural changes within OPHA. ARTICLE 10: AMENDMENT OF BYLAWS SECTION 1. AMENDMENT  Subject to the power of the members, if any, 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.  ARTICLE 11: CONSTRUCTION AND TERMS  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, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this 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.  ADOPTION OF BYLAWS  We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of _________ preceding pages, as the Bylaws of this corporation.  Dated: ______________________