Name and Purposes

Section 1.01.<= /span> Name. The name of the organization is Ch= oice & Consequence.

<= span class=3DGramE>Section 1.02. Purpose. The Corporation is a mission-based= organization and will be operated exclusively for charitable and educational purposes wi= thin the meaning of 501(c)(3) of the Internal Revenue= Code. Specifically, the corporation is organized to provide health education free= of charge, pending receipt of grants and donations, to youth and adults of div= erse backgrounds.

ARTICLE II

Members

Section 2.01.<= /span> There shall be no members.

ARTICLE III

AUTHORITY AND DUTIES OF DIRECTORS

Section 3.01.<= /span> Authority of Directors. The Board of Directors= is the policy-making body and may exercise all the powers and authority grante= d to the Corporation by law.

Section 3.02.<= /span> Number, Selection, and Tenure. The Board shall consis= t of not less than five (5) directors. Each director shall hold office for a term of two (2) years. Vacanci= es existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by the remaining directors. Directors will otherwise elect their successors. A director elected to fill a vacan= cy shall be elected for the unexpired term of that director’s predecesso= r in office.

Section 3.03.= Resignation. Resignations are effective upon receipt by the Secretary of the Corporation of written notification. The Board requests a 30 day notice.

Section 3.04.= Regular Meetings.= The Board of Directors shall hold at least four (4) regular meetings= per calendar year. Meetings= shall be at such dates, times and places as the Board shall determine.

Section 3.05.= Special Meetings.= Meetings shall be at such dates, times and places as the Board shall determine.

&n= bsp;

Section 3.06.= Notice. Meetings may be called by the Chairperson or at the request of any director by notice emailed, mailed, telephoned, or telegraphed to each memb= er of the Board not less than forty-eight (48) hours before such meeting.

Section 3.07.= Quorum.= A quorum shall consist of three= (3) members of the Board attending in person or through teleconferencing.

Section 3.08. Action Without a Meeting. Any action required or permitted t= o be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the membe= rs of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the = same force and effect as a unanimous vote of the Board or of the committee as the case may be.

Section 3.09.= Participation in Meeting by Conference Telephone.<= span style=3D'mso-spacerun:yes'> Members of the Board may participa= te in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.

Section 3.10.= Committees. The Board of Directors may, by resolution adopted by all of the Directors in office, establish committees = of the Board composed of at least three (3) persons which, except for an Execu= tive Committee, may include non-Board members.&= nbsp; The Board may make such provisions for appointment of the chair of s= uch committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Corporation.

= &nb= sp;

Section 3.11.= Reimbursement.= Directors shall serve without compensation for expenses incurred in the furtherance of the Corporation’s business.

ARTICLE IV

AUTHORITY AND DUTIES OF OFFICERS

Section 4.01.= Officers. The officers of the Corporation shall be a President, a Vice-Preside= nt, a Secretary & a Treasurer, and such other officers as the Board of Directors may designate. Any = two (2) or more offices may be held by the same person, except the offices of President and Treasurer.

Section 4.02. Appointment of Officers; Terms of Office.= The officers of the Corporation sh= all be elected by the Board of Directors at regular meetings of the Board, or, in = the case of vacancies, as soon thereafter as convenient. New offices may be created and fil= led at any meeting of the Board of Directors.&nbs= p; Terms of office may be established by the Board of Directors. Office= rs shall hold office for two (2) years or until a successor is duly elected and qualified. Officers shall be eligible for reappointment.

Section 4.03.= Resignation. Resignations are effective upon receipt by the Secretary of the Boar= d of a written notification. The Board request a 30 d= ay notice.

Section 4.04.= Removal. An officer may be removed by the B= oard of Directors at a meeting, or by action in writing pursuant to Section 3.08, whenever in the Board’s judgment the best interests of the Corporation will be served thereby. Any s= uch removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.05.= President. The President shall be a director = of the Corporation and will preside at all meetings of the Board of Directors. The President shall perform all du= ties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assi= gned by the Board of Directors.

Section 4.06.= Vice-President= . The Vice-President shall be a dire= ctor of the Corporation and will preside at meetings of the Board of Directors in the absence of or request of the President. The Vice-President shall perform o= ther duties as requested and assigned by the President, subject to the control of the Board of Directors.

Section 4.07.= Secretary and/= or Treasurer. The Sec= retary shall be a director of the Corporation and shall keep the minutes of all meetings of the Board of Directors in the books proper for that purpose. The Treasurer shall report to the = Board of Directors at each regular meeting on the status of the Corporation's fin= ances. The Treasurer shall work closely w= ith any paid executive staff of the Corporation to ascertain that appropriate procedures are being followed in the financial affairs of the Corporation, = and shall perform such other duties as occasionally may be assigned by the Boar= d of Directors.

Section 4.08.= Paid Staff. The Board of Directors may hire su= ch paid staff as they deem proper and necessary for the operations of the Corporation. The salaries, po= wers and duties of paid staff shall be as decided and assigned by the Board.&nbs= p;

ARTICLE V

INDEMNIFICATION

Section 5.01.= Indemnification. Every member of the Board of Dire= ctors, officer or employee of the Corporation shall be indemnified by the corporat= ion against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation,= or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board appro= ves such settlement and reimbursement as being in the best interest of the corporation. The foregoing ri= ght of indemnification shall be in addition and not exclusive of all other rights = which such member of the Board, officer or employee is entitled.

ARTICLE VI

ADVISORY BOARDS AND COMMITTEES

Section 6.01.= Establishment.&nb= sp; The Board of Directors may establish one or more Advisory Boards or Committees.

Section 6.02.= Size, Duration, and Responsibilities. The size, duration, and responsibi= lities of such boards and committees shall be established by a majority vote of the Board of Directors.

ARTICLE VII

FINANCIAL ADMINISTRATION

Section 7.01.= Fiscal Year. The fiscal year of the Corporation= shall be January 1 - December 31 but may be changed by resolution of the Board of Directors.

Section 7.02.= Checks, Drafts, Etc. All checks, orders for the p= ayment of money, bills of lading, warehouse receipts, obligations, bills of exchan= ge, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall = from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.

Section 7.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or spec= ial accounts in such banks, trust companies, or other depositories as the Board= of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such pow= er may from time to time be delegated by the Board. For the purpose of deposit and for= the purpose of collection for that account of the Corporation, checks, drafts, = and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation.

Section 7.04.= Investments. The funds of the Corporation may be retained in whole or in par= t in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board = of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt= from Federal income taxation under Section 501(c)(3) of the Internal Revenue Cod= e.

Section 7.05.= Contracts. The Board of Directors may authorize any officer or officers, agent or agents, 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

ARTICLE VIII

BOOKS AND RECORDS

Section 8.01.= Books. Correct books of account of the activities = and transactions of the Corporation shall be kept at the office of the Corporation.

Section 8.02.= Records. These shall include a minute book, which = shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws,= and all minutes of meetings of the Board of Directors. The records shall be ope= n at any reasonable time to inspection by the public. The Articles of Incorporat= ion and the Bylaws shall be posted on the web site of the organization.

ARTICLE IX

AMENDMENT OF BYLAWS

Section 9.01. Amendment = of Bylaws. These Bylaws may be amended by a majority vote of the Bo= ard of Directors, provided prior notice is given of the proposed amendment in t= he notice of the meeting at which such action is taken, or provided all member= s of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 3.08.

The above amended Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 17^th day of November, 2004.<= /p>

Secretary of the Board