By-Laws of the Lions of Wyoming Foundation, Inc.

BY-LAWS
OF
LIONS OF WYOMING FOUNDATION, INC

Table of Contents

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Article I Name and Purpose
Article II Offices
Article III Members
Article IV Board of Trustees
Article V Advisory Council
Article VI Officers
Article VII Executive Director

Article VIII Contracts and Requirements
Article IX Books and Records
Article X Annual Reports
Article XI Corporate Seal
Article XII Fiscal Year
Article XIII Notice
Article XIV Amendment of By-Laws

ARTICLE I
NAME AND PURPOSE

SECTION 1.1 NAME
This corporation shall be known as the LIONS OF WYOMING FOUNDATION, INC. (herein after called the "Foundation").

SECTION 1.2 PURPOSES: The purposes for which the Foundation is organized are:
To operate exclusively for charitable, educational, literary or scientific purposes, including, but not by way of limitation, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States revenue statute (the "code") and the planning development and maintenance of a unified program by which each and every Lions Club in Wyoming may participate voluntarily in providing service to visually handicapped persons and to such other members of the public and such schools or other charitable, educational, literary, or scientific institutions and organizations as the Board of Trustees may approve from time to time.
To receive any property, real, personal, or mixed, by gift, devise, bequest, purchase, lease, loan, or otherwise, absolutely or in trust, for the foregoing purposes of any of them, and to carry out the directions and exercise the powers contained in any trust or other instrument under which such property may be received, including without limitations the expenditure of the principal, as well as the income, of any property so recieved, if authorized or directed in such trust or other instrument; and, if so received without any designation or specific use, to expend the income and principal thereof for any one or more of the foregoing purposes in such a manner and amounts and at such time or times as deemed proper by the Board of Trustees of the Foundation.
To do and engage in any and all lawful activities that may be incidental or reasonably necessary to any of the foregoing purposes, and to have and exercise all other powers and authority now or hereafter conferred upon not for profit corporations under the laws of the State of Wyoming.
Notwithstanding the foregoing or any other provision of the Articles of Incorporation of these by-laws:
I. No part of the net earnings of the Foundation shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.
II. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Foundation shall not participate in, or intervene in, (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
III. The Foundation shall not carry on any other activities not permitted to be carried on {1} by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Code or {2} by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
IV. Under dissolution of the Foundation, the Board of Trustees shall, after paying or making provisions for the payment of all of the liabilities of the Foundation, dispose of all of the assets of the Foundation exclusively for the organizations, organized and operated exclusively for charitable, educational, literary or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Foundation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.

ARTICLE II/a
OFFICES

SECTION 2.1 CORPORATE OFFICES

The Foundation shall maintain a registered office in Wyoming, and a registered agent, whose office is identical with such registered office, and may have such other offices as the Board of Trustees may from time to time determine.

ARTICLE III
MEMBERS

SECTION 3.1 MEMBERSHIP

SECTION 3.2 MEETINGS

SECTION 3.3 NOTICE

SECTION 3.4 VOTING

SECTION 3.5 QUORUM

SECTION 3.6 PRIOR SUBMISSION OF PROPOSED RESOLUTIONS

ARTICLE IV
BOARD OF TRUSTEES

SECTION 4.1 NAME AND POWER

SECTION 4.2 COMPOSITION OF BOARD OF TRUTEES

changed by vote of the members at the Midwinter Conference in February 2004

SECTION 4.3 FISCAL YEAR, TENURE, TRUSTEE ELECTIONS, AND QUALIFICATIONS

SECTION 4.4 DUTIES

SECTION 4.5 VACANCIES

SECTION 4.6 NOTICE

SECTION 4.7 QUORUM

SECTION 4.8 MANNER OF ACTING

SECTION 4.9 INFORMAL ACTION

SECTION 4.10 RESIGNATIONS

SECTION 4.11 COMPENSATION

SECTION 4.12 COMMITTEES

ARTICLE V
ADVISORY COUNCIL

SECTION 5.1 APPOINTMENT

SECTION 5.2 PURPOSE

SECTION 5.3 NUMBER

SECTION 5.4 TENURE

SECTION 5.5 MEETINGS

SECTION 5.6 REMOVAL

SECTION 5.7 RESIGNATIONS

ARTICLE VI
OFFICERS

SECTION 6.1 NUMBER, TITLE AND QUALIFACTIONS

SECTION 6.2 ELECTION, TERMS OF OFFICE, AND QUALIFICATIONS

SECTION 6.3 REMOVAL

SECTION 6.4 RESIGNATIONS

SECTION 6.5 BOND

SECTION 6.6 PRESIDENT

SECTION 6.7 VICE-PRESIDENT

SECTION 6.8 SECRETARY

SECTION 6.9 TREASURER

ARTICLE VII
EXECUTIVE DIRECTOR

SECTION 7.1 DUTIES

ARTICLE VIII
CONTRACTS, DEPOSITS, CHECKS, GIFTS, ETC.

SECTION 8.1 CONTRACTS

SECTION 8.2 DEPOSITS

SECTION 8.3 CHECKS, DRAFTS, ETC.

SECTION 8.4 LOANS

SECTION 8.5 GIFTS

SECTION 8.6 FUNDS

SECTION 8.7 INVESTMENT OF MONEYS

SECTION 8.8 STOCK IN OTHER CORPORATIONS

ARTICLE IX
BOOKS AND RECORDS

SECTION 9.1 BOOKS, RECORDS, AND MINUTES

ARTICLE X
ANNUAL REPORTS

SECTION 10.1 PREPARATION AND PRESENTATION

ARTICLE XI
SEAL

SECTION 11.1 CORPORATE SEAL

ARTICLE XII
FISCAL YEAR

SECTION 12.1 DEFINITION

ARTICLE XIII
NOTICE

SECTION 13.1 NOTICE

SECTION 13.2 WAIVER OF NOTICE

ARTICLE XIV
AMENDMENT OF BY-LAWS

SECTION 14.1 REQUIRED APPROVAL

IN WITNESS WHEREOF:

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