BYLAWS OF PAWS AND CLAWS KREWE, INC.

These Bylaws were adopted effective on the __ day of August, 2024, by the Board of Directors of Paws and Claws Krewe, Inc. (“the Corporation”), and ratified by the Members of the Corporation who have signified or will signify the same by signing these Bylaws agreeing to be obligated by the terms thereof.

WHEREAS, Dublin Stroud, Kira Perkins, and Heidi Martin, acting as Incorporators, have caused Paws and Claws Krewe, Inc. to be formed as a Nonprofit Corporation under the laws of the State of Louisiana with the intent of the Corporation being an exempt organization under the provisions of Section 501(C)(7) of the United States Internal Revenue Code and/or any corresponding provision of any future United States Internal Revenue Code or law;

WHEREAS, the Board of Directors and Members desire to establish these Bylaws to govern the affairs of the Corporation, the conduct of its business, and the relationships with and between its Directors, Officers and Members.

It is hereby further agreed and adopted:

These Bylaws govern the relationship between the Members, Directors, and Officers of the Corporation, and between the Corporation and its Members, Directors, and Officers, pursuant to the Louisiana Business Corporation Law (La. R.S. 12:1, et seq., and more particularly the provisions of the Louisiana Nonprofit Corporation Law (La. R.S. 12:201, et seq.)), as may be amended from time to time.

DEFINITIONS

Throughout these Bylaws, and unless the context otherwise requires, the word or words set forth below within quotation marks shall be deemed to have the meanings ascribed to them:

A. “Act” – The Louisiana Business Corporation Law, and particularly the Louisiana Nonprofit Corporation Law, as codified in Title 12 of the Louisiana Revised Statutes, and as amended from time to time.

B. “Bylaws” – These Bylaws.

C. “Articles” – The Articles of Incorporation of the Corporation filed with the Louisiana Secretary of State pursuant to Sections 24, 25, 203, and 205 of the Act.

D. “Corporation” – Paws and Claws Krewe, Inc., a Louisiana Nonprofit Corporation.

E. “Initial Report” – The Initial Report of the Corporation filed with the Louisiana Secretary of State pursuant to the Act.

F. “Persons” – Natural persons, partnerships, limited partnerships, corporations, limited liability companies, unincorporated associations, trusts, estates and joint ventures, whether domestic or foreign, and whether nonprofit or for profit.

 Section 1. Organization and Purpose

1.1 Name.  The name of the Corporation is Paws and Claws Krewe, Inc., which is a Louisiana Nonprofit Corporation.

1.2 Registered Office/Principal Place of Business.  The registered office and principal place of business of the Corporation is 201 Rue Beauregard, Suite 202, Lafayette, Louisiana 70508.  The Corporation may locate its principal place of business and registered office at any other place or places as the Members or Directors may from time to time deem advisable.

1.3 Registered Agent.  The registered agent for the Corporation is Registered Agents, Inc., whose address is 201 Rue Beauregard, Ste. 202, Lafayette, Louisiana 70508.

1.4 Term.  The existence of the Corporation began on the date the Articles were executed and subsequently filed with the Secretary of State of the State of Louisiana, and shall continue in perpetuity unless the Corporation is earlier dissolved in accordance with either the provisions of the Bylaws or the Act.  The Corporation shall continue notwithstanding the termination of a Member’s status as a Member.

1.5 Purpose.  This corporation is organized, and it shall be operated exclusively for social, pleasure, recreation and other nonprofitable purposes, under Section 501(c)(7) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Code or Law).  The primary purpose of the corporation shall be to  strengthen the connections within the furry and LGBTQ+ communities through participation in local parades, social events, and community-building activities within the meaning of Section 501(c)(7) of the United States Internal Revenue Code.  The corporation may also donate to eligible qualified charitable (501(c)(7) organizations. 

Section 2. Members.

2.1 Non-Stock Basis.  The Corporation shall be a Nonprofit Corporation organized on a Non-Stock basis and having no capital stock.  Participants holding an equity interest in the Corporation shall be its Members.  The Corporation shall be operated and maintained by such membership dues and assessments, and donations and endowments, as the Board of Directors shall determine to be necessary or acceptable from time to time for the proper functioning of the Corporation.  

2.2 Membership

2.2.1 Classes of Membership.  There shall be a single class of membership. Membership shall be open to all without regard to race, religion, gender or national origin.

2.2.2 Membership Qualifications.  Members must be eighteen (18) years of age or older, wish to help in the attainment of the objects and purposes of the Corporation, and abide by all applicable provisions of the Act, Articles, and these Bylaws.

2.2.3 Membership Dues.  The membership dues and assessments, and the manner in which they are to be collected, will be determined, from time to time by the Board of Directors.  The Board of Directors may also determine, from time to time, that any Member or Members may be exempted from the requirement of paying any dues or assessments.  Membership may be canceled upon the unanimous vote of the other Members for failure to pay dues after a reasonable notice from the Board of Directors.

2.3 Original Members. 

2.3.1 Identity of Original Members.  The initial Members, Kira Perkins, Dublin Stroud, Heidi Martin.

2.4 Admission of New Members.  After the filing of the Corporation’s original Articles, a person may be admitted as an additional or new Member upon approval by the Board of Directors.

2.5 Member Meetings.

2.5.1 Place of Meetings.  All meetings of the Members of the Corporation shall be held at the principal office of the Corporation or at such other place, within or without the State of Louisiana, as may be designated by the Board of Directors.

2.5.2 Annual Meeting.  The annual meeting of the Members shall be held at such time and on such day as shall be fixed by the Members, commencing with the year 2024, for the transaction of such business as may come before the meeting.  If the date fixed for the annual meeting of the Members shall be a legal holiday within the State of Louisiana, such meeting shall be held on the next succeeding business day.

2.5.3 Special Meetings.  Special meetings of the Members, for any purpose or purposes, may be called by any of the Board of Directors.

2.5.4 Notice of Meetings.  A written notice stating the place, date and hour of any meeting of the Members shall be issued by the President, or upon his or her direction, failure or neglect, the Secretary or any other Officer as follows. For annual meetings of the members, written notices shall be issued not less than ten (10), no more than thirty (30) days before the date of such annual meeting. In the event a special meeting is called, the President, or upon his or her direction, failure or neglect, then the Secretary or any other Officer, shall issue notices of the special meeting to all Members of the Corporation entitled to be present. Notice of the special meeting shall state the purpose of the meeting and shall be delivered not less than three (3) no more than ten (10) days before the date of such special meeting.

2.5.5 List of Members.  At every meeting of the Members, a list of Members entitled to vote, arranged alphabetically and certified by the Secretary of the Corporation or by another agent of the Corporation having charge of the membership records, showing the identity of each Member entitled to vote as of the record date, shall be produced on the request of any Member.

2.5.6 Quorum.  Members holding a majority of the outstanding Membership Interest and entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of the Members. In the absence of a quorum at any such meeting, a majority of the Members so represented may adjourn the meeting from time to time for a period not to exceed thirty (30) days without further notice. If the adjournment is for more than thirty (30) days, however, a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of members whose absence would cause there to be less than a quorum.  

2.5.7 Manner of Acting.  If a quorum is present at any meeting, the affirmative vote of Members holding a majority of the Membership Interest represented at the meeting, and entitled to vote on the subject matter, shall be the act of the Members, unless a greater or lesser proportion or number is otherwise required by the Act, the Articles, or these Bylaws.

2.5.8 Matters Reserved to Members.  The unanimous vote of the Members shall be required to approve any of the following matters or actions:  

1. The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the Corporation;  

2. The merger or consolidation of the Corporation;  

3. The incurrence of indebtedness by the Corporation other than in the ordinary course of its business;  

4. The alienation, lease or encumbrance of any immovable of the Corporation;  

5. The amendment of the Articles or these Bylaws.

2.5.9 Proxies.  At all meetings of the Members, a Member may vote in person, this includes virtual attendance, or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

2.5.10 Action by Members Without a Meeting.  Action required or permitted to be taken at a meeting of the Members of the Corporation may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken and signed by each Member entitled to vote. Action taken under this Section is effective when all Members entitled to vote have signed the consent, unless the consent specifies a different effective date.

2.5.11 Voting by Ballot.  Voting on any question or in any election may be by voice unless a Member shall demand that voting be conducted by ballot.  

2.5.12 Waiver of Notice.  When any notice is required to be given to any Member, a waiver thereof in writing signed by the Member entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent of the giving of such notice. The attendance of a Member at any meeting shall constitute waiver of notice, waiver of objection to defective notices of such meeting, and a waiver of objection to the consideration of a particular matter at said meeting unless the Member, at the beginning of the meeting, objects to the holding of the meeting, the transaction of business at the meeting, or the consideration of a particular matter at the time it is presented at the meeting.  

Section 3 Directors.

3.1 Election of Directors.  The Powers of this Corporation shall be exercised by a Board of Directors of not less than three (3) individuals who will be elected by the Members of the Corporation at the annual meeting of the Corporation, except that when the total number of Members of the Corporation are fewer than three (3), then there need be only as many Directors as there are Members.  Directors shall be elected at the annual meeting of the Members and shall hold office for a period of one year, or until their successors have been chosen by the Members.  

3.2 Powers of the Board of Directors.  The Board of Directors shall manage the business and affairs of the Corporation. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things which are not prohibited by law, the Act, the Articles, or these Bylaws, or which are not directed or required to be done by the Members.  

3.3 Meetings of the Board of Directors.

3.3.1 Place of Meetings.  The meetings of the Board of Directors may be held at such a place within or without the State of Louisiana as a majority of Directors may from time to time designate.  

3.3.2 Annual Meeting.  The first meeting of each newly elected Board of Directors shall be held immediately following the annual Members’ meeting of the same year and at the same place as the annual meeting.  No notice of such a first meeting shall be necessary to the newly elected Directors in order to legally constitute the meeting.

3.3.3 Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and place either within or without the State of Louisiana as shall from time to time be determined by the Board of Directors.

3.3.4 Special Meetings.  Special meetings of the Board of Directors may be called by the President or Secretary on the written request of any two (2) Directors and should the President or Secretary fail or refuse to call such meeting, the two (2) Directors may call a meeting by giving written notice.  

3.3.5 Notice of Meetings.  A written notice stating the place, day and hour of any meeting of the Board of Directors, and in a case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5), no more than thirty (30) days before the date of the meeting by or at the direction of the person calling the meeting, to each Director entitled to vote at such meeting.  

3.3.6 Waiver of Notice.  When any notice is required to be given to any Director, a waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice. The attendance of a Director at any meeting shall constitute a waiver of notice, waiver of objection to defective notice of such meeting and a waiver of objection to the consideration of a particular matter at said meeting unless the Director, at the beginning of the meeting, objects to the holding of the meeting, the transaction of business at the meeting or the consideration of a particular matter at the time it is presented at the meeting.

3.3.7 Quorum.  A majority of the Board of Directors entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of the Board of Directors. In the absence of a quorum at any such meeting, a majority of the Directors so represented may adjourn the meeting from time to time for a period not to exceed thirty (30) days without further notice. However, if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Director of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  

3.3.8 Manner of Acting.  If a quorum is present at any meeting, the affirmative vote of a majority of the Board of Directors present at the meeting, and entitled to vote on the subject matter, shall be that act of the Board of Directors, unless a greater or lesser proportion or number is otherwise required by the Act, the Articles, or these Bylaws. If a quorum is present when a meeting is convened, the Board of Directors present may continue to do business, taking action by vote of a majority of the quorum as fixed in this Section, notwithstanding the withdrawal of enough Directors to leave less than a quorum as fixed in this Section, or the refusal of any Director present to vote.  

3.3.9 Proxies.  At all meetings of the Board of Directors, a Director may vote in person or by proxy executed in writing by the Director or by duly authorized attorney-in-fact.  Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

3.3.10 Actions Without Meetings.  Action required or permitted to be taken at any meeting of the Board of Directors of the Corporation may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken and signed by each Director entitled to vote. Action taken under this Section is effective when all Directors entitled to vote have signed the consent, unless the consent specifies a different effective date.

3.3.11 Meeting of All Directors.  If all the Directors shall meet at any time and place and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any action of the Board of Directors may be taken.

3.3.12 Voting by Ballot.  Voting on any question or in any election may be by voice unless a Director shall demand that voting be conducted by ballot.  

3.4 Compensation.   The Board of Directors shall not receive a salary for their services. Such Directors may also receive their actual expenses of attendance, if any, for each regular or special meeting of the Board of Directors provided that reimbursement of said expenses is not contrary to, does not violate, or is not prohibited by any provision of the Act, the Articles, these Bylaws, or Section 501(c)(7) and any related provisions of the United States Internal Revenue Code, or any corresponding provisions of any future United States Internal Revenue Code or law.

Section 4. Officers.

4.1  Election of Officers.  The officers of the Corporation shall be elected by the Board of Directors, and shall consist of a President, a Secretary, and a Treasurer. Any two offices may be held by one person.

4.2 Other Officers.  The Board of Directors may also appoint such other officers and agents, including, but not limited to, one or more Vice Presidents, as the Directors shall deem necessary. Any such officers shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.  Any two offices may be held by one person.

4.3 Compensation of Officers.  The officers shall not receive such salaries or compensation.

4.4 Offices.

4.4.1 President.  The President shall be the Chief Executive Officer of the Corporation.  The President shall preside at all meetings of the Members, shall oversee the general and active management of the business and affairs of the Corporation, and shall see that all orders and resolutions of the Board of Directors and Members are carried into effect.  If a Chairman of the Board of Directors is not elected, the President, if a Director, shall preside at all meetings of the Board of Directors.

4.4.2 Vice President.  The Vice President(s) (if any) in the order of their seniority shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties of the President as the Board of Directors shall prescribe.

4.4.3 Secretary.  The Secretary shall attend all sessions of the Board of Directors and all meetings of the Members and record all votes and the minutes of all proceedings in the books and records of the Corporation to be kept for those purposes.  The Secretary shall give, or cause to be given, notice of all meetings of the Members and all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President.  The Secretary shall keep in safe custody the seal of the Corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and so affixed, it shall be attested by the Secretary’s signature or by the signature of the Treasurer.

4.4.4 Treasurer.  The Treasurer shall have the custody of the corporate funds and assets and shall keep full and accurate accounts of receipts, disbursements and books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and shall render to the President and the Board of Directors, at meetings of the Board of Directors, or whenever they might require, an account of all transactions as Treasurer and of the financial condition of the Corporation.

Section 5. Indemnification. 

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, including any action by or in the right of the Corporation, by reason of the fact that he or she was director, officer, employee, or agent of the Corporation, against the expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such actions, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to in and not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  In case of actions by or in the right of the Corporation, the indemnity shall be limited to expenses (including attorneys’ fees and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the action to conclusion) actually and reasonably incurred in connection with the defense or settlement of such action and no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court shall determine upon application that, despite the adjudication of his liability but in view of all the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses as the court may deem proper.  Determination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, in and of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in and not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

To the extent that an officer, director, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.

The indemnification provided hereunder (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that the applicable standard of conduct has been met.  Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such an action, suit or proceeding, or, if such quorum is not obtainable or a quorum of disinterested directors so directs, by independent legal counsel, or by the Members.

The expenses incurred in defending such an action, suit or proceeding shall be paid by the Corporation in advance of the final disposition thereof, if so authorized by the Board of Directors in the manner provided in the preceding paragraph, upon receipt of an undertaking by or on behalf of the Director, Officer, employee, or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized hereunder.

The indemnification provided herein shall not be deemed exclusive of any other rights to which one indemnified may be entitled, both as to action in his or her official capacity or as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of his or her heirs and legal representatives.

The Corporation may procure insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation, against any liability asserted against or incurred by him or her in any such capacity, or arising out of his or her stature as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the Act.

Section 6. Restricted Activities.

The corporation will disburse its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code (or the corresponding section of any future United States Internal Revenue code or law).

The corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code (or the correspondent provision of any future United States Internal Revenue code or law).

The corporation will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue code or law).

The corporation will not make any investments in a manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue code or law).

The corporation will not make any taxable expenditures as defined in Section 4945(c) of the Internal Revenue Code (or the correspondence provision of any future Internal Revenue code or law).

Section 7. Dissolution.

7.1 Dissolution.  The Corporation may be dissolved upon vote of two-thirds (2/3) of the MembIn the event voluntary dissolution is approved by the Members, the Corporation should be dissolved in a voluntary proceeding out of court, under the procedures of and pursuant to the provisions of La. R.S. 12:250 and 12:253, and any successor articles or provisions.

7.2 Distribution of Assets Upon Dissolution.  Upon dissolution of the Corporation, whether pursuant to the provisions of these Bylaws or otherwise, the Board of Directors, shall, after paying or making provisions for the payment of all liabilities of the Corporation dispose of all of the assets of the Corporation exclusively for the exempt purposes of the Corporation within the meaning of Section 501(c)(7) of the Internal Revenue Code, or corresponding sections of any future Internal Revenue Code or law.  If necessary, the Board of Directors shall direct that any net assets shall be transferred to a public or private corporation, association or agency having similar purposes as the Corporation pursuant to provisions of La. R.S. 12:249(B).

Section 8. Miscellaneous Provisions.

8.1 Notices.  Any and all notices, requests, certifications, consents, or waivers provided for in these Bylaws shall, unless otherwise specifically provided herein, be in writing and shall be given and be deemed to have been given when personally delivered against a signed receipt or mail by registered or certified mail, return receipt requested, postage prepaid, to the last address which the addressee has given to the Corporation.  The address of the Corporation shall be its principal office.

8.2 Governing Law.  These Bylaws, and all questions with respect to the construction thereof, and the rights, duties, obligations, and liabilities of any persons hereunder shall be determined in accordance with the applicable provisions of the laws of the state of Louisiana, and, to the extent applicable, those of the United States Internal Revenue Code.

8.3 No Limit on Personal Activities.  Nothing herein contained shall be construed to limit or prevent in any manner the ability of the Members, Directors, Officers, or their respective agents, servants, employees, from carrying out their own respective businesses or activities.

8.4 Gender and Headings.  Throughout these Bylaws, where such meaning will be appropriate:  

(a) The masculine gender shall be deemed to include the feminine and the neuter and vice-versa; and 

(b) The singular shall be deemed to include the plural and vice-versa.

The headings herein are inserted only as a matter of convenience and reference and in no way define and describe the scope of these Bylaws or the intent of any provision thereof.

8.5 Severability.  Nothing contained in these Bylaws shall be construed as requiring the commission of any act contrary to any law.  In the event there is any conflict between any provision of these Bylaws and any statute, law, ordinance or regulation, including but not limited to the Act or any provisions of the Internal Revenue Code, including but not limited to Section 501(c)(7) and any and all related provisions, the latter shall prevail, but in such events, the provisions of these Bylaws thus affected shall be curtailed and limited only to the extent necessary to conform with said requirement or law.  Further, in the event any section, paragraph, or clause of the Bylaws shall be held to be ineffective, invalid or otherwise unenforceable, the entire Bylaws shall not fail on said account, and the balance and remainder of the Bylaws shall continue in full force and effect.

8.6 Amendments.  Any amendment to these Bylaws shall become effective as of the time it has been approved by unanimous vote of the Members of the Corporation.

8.7 Execution of Additional Instruments.  Each Member, Director, and Officer shall execute and deliver to the Corporation, within five days after receipt of the Corporation’s written request therefore, such other documents and further statements of interest and holdings, designations, powers of attorney and other instruments as the Corporation deems necessary to comply with any laws, rules or regulations.

8.8 Membership Interest.  Each of the Members, and any substituted or additional Members admitted, hereby covenant, acknowledge and agree that all Membership Interests in the Corporation shall for all purposes be deemed to be incorporeal movables and shall not be deemed to be immovable or to vest in any Member any interest in any immovable property owned by the Corporation.

8.9 Waivers.  The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of these Bylaws shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

8.10 Tax Status and Limitation of Activity and Purpose.  It is the intent of the Corporation to qualify as a Nonprofit Corporation under the Act and further to qualify as an exempt organization under Section 501(c)(7) of the United States Internal Revenue Code and any corresponding provision of any future United States Internal Revenue Code or law.  Notwithstanding any provision of the Articles or these Bylaws, neither the Corporation, nor any of its Members, Directors, or Officers, while acting on its behalf, shall engage in or undertake any act that would in any way violate or be prohibited by Section 501(c)(7) and/or any related sections or provisions of the Internal Revenue Code or the corresponding provision(s) of any future Internal Revenue Code or law and no provision of the Articles or these Bylaws shall be deemed to authorize such an act.

Attestation and certification of acknowledgement are on file.