By-laws of the Jewish Family Service Agency of Clark County, February 26, 1984

BY-LAWS OF JEWISH FAMILY SERVICE AGENCY OF CLARK COUNTY ARTICLE ONE: NAME AND PURPOSE 1.1 The name of this non-profit, charitable corporation is Jewish Family Service Agency of Clark County, Nevada, hereafter referred to as J.F.S.A. 1.2 The purposes of this organization are as follows: 1.2.1 Social Welfare: To promote the social welfare of the Jewish Community of Clark County and of ail citizens of Clark County and surrounding area. 1.2.2 Counseling: To aid families and individuals through professional counseling and other services as may be necessary, regardless of age, sex, race, religion or creed. 1.2.3 Charitable Organization: To promote cooperation between the Jewish Federation of Las Vegas, the local United Way organizations and all other agencies that share our objectives and purposes. ARTICLE TWO: LOCATION OF OFFICES 2.1 Principal Office: The principal office of the corporation for the transaction of its services shall be located in the County of Clark, Nevada. 2.2 Other Offices: In addition to the principal office, other offices may be maintained and operated in various areas of Clark County, Nevada, as approved by the Board of Directors. ARTICLE THREE: DIRECTORS 3-1 Number: The corporation shall have twenty-five (25) Directors and collectively they shall be known as the Board of Directors. In addition there may be ex-officio Directors hereinafter determined. Ex-officio Directors shall not have the right to vote. The number may be changed only by amendment of the Articles of Incorporation, by amendment of these By-laws, or by repeal of the By-laws and adoption of a new By-law, but at no time shall the number of Directors be reduced to fewer than Fifteen (l?). 3-2 Use of Terms "Directors" and "Board": The words "Directors" and "Board", as used in the Articles of Incorporation of this corporation or in these By-laws in relation to any power or duty requiring collective action, means "Board of Directors". "Directors" and "Board of Directors" as used in these Articles of Incorporation and these By-laws are used interchangeably and shall mean "Board of Directors". Powers: 3-3-1 Duties Imposed By Law, Articles, or By-laws: It shall be the duty of the Directors to perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of the corporation or by these By-laws. 3.3.2 Officers and Employees: It shall be the duty of the Directors to appoint and remove, employ and discharge, and, except as otherwise provided in these By-laws, prescribe the duties and fix the compensation, if any, of all agents and employees of the corporation. 3.3.3 Supervision: It shall be the duty of the Directors to supervise all officers, agents, and employees of the corporation to assure that their duties are properly performed. 3.3.^ Employment of Executive Director: The Directors have the sole responsibility for the selection and employment of the Executive Director of the Agency. 3.k Qualifications: Any person over the age of eighteen (18) is eligible to be elected as s Director. 3.5 Terms of Office: Each Director shall hold office immediately after election and shall continue for two (2) years except if such Director fills the un-expired term of a Director whose office is considered vacant as defined in Section 3-16.1 and to meet the requisite of section 3.6. 3*6 Expiration of Terms: The terms of no more than one-half of the Board members shall expire each year. 3-7 Successive Terms of Office: A Director may be eligible to serve on the Board for three successive terms: The immediate Past President shall be eligible for re-election to Board membership for one (l) additional term. After an absence of one (l) year, a Director ?hall be eligible for re-election to the Board. 3-8 Komi nation of Directors: The nominating Comaittee shall be appointed at the regular Board meeting in March and shall consist of a Chairperson and four members of the Board, appointed by the President. This committee shall meet and prepare a slate of nominees for membership on the Board to fill such vacancies as will occur for which Board Members had been elected. The slate is to be presented at the April regular monthly meeting of the Board, and within two (2) weeks of this Board meeting the list of nominee Directors shall be mailed to all members of the Board. Additional nominations may be made by written petition signed by at least three Board members and submitted to the Secretary of the Board with written consent of the nominee at least one (l) week prior to the May regular Board meeting, at which elections are held. 3-8.1 nomination of Officers: See Article U.U. 3.9 Election: Directors shall be elected at the regular meeting of the Board in May and Candidates receiving the highest number of votes shall fill the ? vacancies that exist. (2) 3-10 Ex-Officio Directors: Ex-Officio Directors have all the rights and privileges of regularly elected Directors, except that they may not cast a vote nor be counted for the purpose of establishing a quorum. The following shall be granted Ex-Officio status: Each ordained Rabbi hold-ing the pulpit of a Jewish congregation located in Clark County, Nevada and Past Presidents of the Board. The Board may designate additional Ex-Officio members of the Board in May. Candidates receiving the high-est number of votes shall fill the vacancies that exist. 3.11 Compensation: Directors shall serve without compensation. 3-12 Meeting!; 3.12.1 Locations of Meetings: Meetings shall be held at the principal office of the corporation or as otherwise provided by the Board. 3-12.2 Regular Meetings: Regular meetings shall be held on the fourth Thursday of each month, at 7:30 p.m., or at such time and place as may be designated by resolution of the Board. 3.12.3 Special Meetings: Special meetings of the Board may be called by the President. In the President's absence or if the President is unable or refuses to act, a Vice-President or any three Directors may call such a meeting. This meeting shall be held at the principal office of the corporation or as otherwise provided. 3.12.1* Notice: The Secretary of the corporation, or other person designated by the President, shall deliver written or printed notice of the time and place of meetings of the Board to each Director personally or by mail at least seven (7) days prior to the date of the meeting. If sent by mail, the notice shall be deemed to be delivered upon its deposit in the United States mail. Such notice shall be addressed to said Directors' address at the address shown on the books of the corporation. 3.12.5 Conduct of Meetings: Except as otherwise expressly provided in these By-laws, or in the Articles of Incorporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the chair shall entertain at such a meeting is a motion to adjourn. 3.12-6 Quorum: A quorum shall consist of not less than one-half of the Directors who are in good standing. 3.12.7 Robert's Rules of Order: All meetings or Directors shall be governed by Robert's Rules of Order, as such rules may be revised, insofar as such rules are not inconsistent or in conflict with these by-laws, with the Articles of Incorporation, or with law. 3/. 13.8 Presiding Over Meetings: Meetings of Directors shall be presided over by the President of the Board, or in the absence of the President, by a Vice-President, or in the absence of both by a party chosen by the majority of the Directors present. (3) 3.12.9 Annual Meetings: The corporation shall have an annual meeting in May of each year for the purpose of electing a Board of Directors. 3.13 Majority Action as Board Action: Every act or decision made at a meeting at which a quorum is present is the act of the Board, unless the law, the Articles of Incorporation, or these By-lavs require a greater number. 3.14 Removal Of Directors: Any individual Director may be removed from office at any time by the affirmative vote of two-thirds of the Directors. If any directors are so removed, new Directors may be elected after first being nominated at the meeting, then voted upon at the next regular meeting, and they shall hold office for the remainder of the term of the removed Director. 3.1^.1 Directors in Good Standjjig: Directors shall be members in good standing within sixty (60) days of election to the Board and shall maintain their membership throughout their tenpre. 3.15 Absence from Meetings: Should a Director be absent from three (3) consecutive meetings without satisfactory cause, whether such meet-ings be regular or special meetings, that person shall, at the op-tion of the Board, be considered to have resigned and it shall be the duty of the Secretary to notify the Director in question, by certified mail, that the office will be declared vacant at the next meeting of the Board unless a satisfactory reasoo for absence is presented. 3.16 Vacancies: 3.16.1 3.16.2 3.16.3 3.16.4 3.16 5 number of Directors does not remove any Director prior to the expiration of term of office. Causes of Vacancies: Vacancies in the Board shall exist: 1. On the death, resignation, or removal of any Directors. 2. Whenever the number of Directors authorized is increased. 3. Due to absence without satlsfacory cause. h. In the event a Director is declared of unsound mind by order of the court. 5. Expiration of term. Filling Board Vacancies: Vacancies as noted in 3.16.1, shall be filled by a majority of the remaining Directors, though less than a quorum. Filling Officer Vacancies: See Section 4.6 Terms of Office: A person elected Director to fill a vacancy, as provided in this section, shall hold office for the unexpired term of office, .or until removal or resignation, as provided by these By-laws. Reduction of Directors: A reduction of the authorized 3-17 Liability: The Directors shall not be personally liable for the debts, liabilities or other obligations of the corporation. 00 or Employee!: Should any person be sued, either alone or with others because that person is or was a Director, Officer, or employee of the corporation, in any proceeding arising out of their alleged misfeasance or non-feasance in the performance of their duties or out of any alleged wrongful act against the corporation or by the corporation, indemnity for their reasonable expenses, including attorney's fees incurred in the de-fense of the proceeding, may be assessed against the corporation, its re-ceiver, or its trustee, by the court in the ssme or a separate proceeding if; 3.19.1 The person sued is successful in whole or in part, or the proceeding against them is settled with the approval of the court and 3.13.2 The court finds that their conduct fairly and equitably merits such indemnity, The amount of such indemnity shall be so much of the expenses, including attorney's fees, Incurred in the de-fense of the proceeding, as the court determines and finds to be reasonable. 3.19 Proxy: Bach Director having a right to vote may exercise such a right either in person or by written Proxy. The proxy may only be used for the purpose of election of officers or Directors. ARTICLES FOUR: OFFICERS Number and Titles: The officers of the corporation shall be a President, a Firat Vice-President, a Second Vice-President, a Secretary and a Treasurer. The corporation may also have, at the discretion of the Board, one or more Assistant Vice-Presidents, Secretaries, Treasurers and such other officer! as may be appointed in accordance with these By-laws. k.Z Qualification. Election, and Term of Officc: Any voting Director is qualified-to be an officer of the corporation. Officers, other than those appointed pursuant to Section U.5 of this Article, shall be elected annually by the Board at the first regular meeting of the Board in the month of May. The r ten of office shall be for one year. Each officer shall hold office until that person resigns or is removed or otherwise disqualified to serve or until their successor shall be elected and qualified, whichever occurs first. U.3 Maximum Term: No officer shall serve more than three (3) consecutive terms in any one office. A term of office is defined to be one year or portion of a year in which an individual fills a vacancy. h.U Nomination of Officers: The Nominating Committee shall be appointed at the regular Board meeting in March and shall consist of a chairperson and four members of the Board, appointed by the President. The chairperson shall be a Past-President, if available. The committee shall select nomi-nees for officers. Such nominations shall be given to the Secretary and transmitted to the members of the Board in writing at least fourteen (lU) days prior to the election meeting. Nominations other than those of this committee may be made in writing by at least two members of the Board with written con-sent of the nominees at least seven (7) days prior to the election. Due to this change, those officers whose term would have expired in December, I9SU will have their term extended to May, 1985. (5) \ I U.5 Removal and Resignation: Any officer may be removed, either with or without cause, by a two-thirds vote of the Directors at any regular or special meet! of the Board. Any officer may resign at any tine, giving written notice to President or Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice(s) or at any later tine specified therein. The acceptance of such resignation shall not be necessax to sake it effective. b.6 Vacancies: Any vacancy caused by the death, resignation, removal, disquali-fication, or otherwise, of any officer shall be filled by the Board for the unexpired portion of the term at the next regular Board meeting. In the eve 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. k.7 Duties of the President; The President shall be the chief executive officer of the corporation and shall, in general, subject to the control of the Boar supervise and control the affairs of the corporation. The President shall perform all duties incidental to the office and such other duties as may be required by law, by the Articles of Incorporation,or by these By-laws, or which may be prescribed from time to time by the Board. The President shall preside at all meetings except as otherwise expressly provided by law, by the Articles of Incorporation, or by these By-laws. The President shall, la the name of the corporation, execute such deeds, mortgages, bonds, contracts checks, or other instrummats which may from time to time be authorized by th noarci Board. k.Q Duties of a Vice-President: In the absence of the President, or in the event of an inability or refusal to carry out the duties of the office, the First 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 restrlctioi on the President. In the absence of the First Vice-President, or in the event of an inability or refusal to scarry out the duties of the office, the Second Vice-President shall perform all the duties of the First Vice-Preside] and when so acting shall have all the powers of, and be subject to all the restrictions on the First Vice-President. U.9 Duties of the Sercretary: The Secretary shall: 9-1 Certify By-laws: Certify and keep at the principal office of the corporation the original, or a copy of these By-laws as amended or otherwise altered to date. U.9.2 Keep Minutes of Meetings: Keep at the principal office of the corporation or at such other place as the Board may order, a book of minutes of all meetings,including the time and place of holding, whether regular or special (and if special, how authorized, notice thereof given), the names of those present at the meetings of the Directors, the number of Directors present, and the proceed-ings thereof. ^.9-3 Give Wotices: See that all notices cure duly given in accordance with the provisions of these By-laws or as required by law, in-cluding minutes of the prior Board meetings which shall be mailed to all Directors at least seven (7) days prior to the next regular Board meeting. (6) f.y.t renorn wier mities: in general, perform all duties incident to the office of Secretary and such other duties a* may be re-quired by law, by the Articles of Incorporation, or by these By-laws, or which may be assigned from time to time by the Board. 4.10 Duties of the Assistant Secretary: The Assistant Secretary, if such there be, shall, in the absence of the Secretary or in the event of an inability or refusal to act, perform all the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all restrictions on the Secretary. The Assistant Secretary shall perform such other duties which from time to time may be assigned by the Board or by the Secretary. 4.11 Duties of the Treasurer: Subject to the provisions of Article Six of these By-laws, the Treasurer shall: 4.11.1 Have Custody of the Deposit Funds: Have charge and custody of, or cause to, and be responsible for all funds and securities of the corporation, and deposit all such funds in the naste of the corporation in such banks, trust cos^>anies or other depositaries as shall be selected by the Board. 4.11.2 Receive Funds: Receive and give receipt for, or cause to, monies due and payable to the corporation from any source whatever. 4.11.3 Disburse Funds: Disburse or cauae to be disbursed the funds of the corporation, as may be directed by the Board, t^v-tne proper vouchers for such disbursements. 4.11.4 Maintain Accounts: Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, in-cluding accounts of its assets, liabilities, receipts, disburse-ments, gains and losses. 4.11.5 Exhibit Records to Directors: Exhibit at reasonable times the books of account and financial records to any Director of the Corporation, or to any Directors1 agent or attorney on request therefor. 4.11.6 Render Reports: Render to the President and Directors, whenever such be requested, an account of any and all transactions as Treasurer and of the financial condition of the corporation. 4.11.7 Prepare Financial Statements: Prepare, or cause to be prepared, and certify the financial statements to be included in the nnnnji report to be available to members within one hundred twenty (120) days after the end of the fiscal year. 4.11.8 Give Bond: If required by the Board, give bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board shall determine. 4.11.9 Perform Other Duties: 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, or by these By-laws, or which stay be assigned by the Board. (7) k.l2 Duties of the Assistant Treasurer: If required by the Board, the Assistant Treasurer, if any there be, shall give a bond for the faithful discharge of duties in such SUB and with such surety or sureties as the Board shall deter nine. The Assistant Treasurer shall, in general, perform such duties as shall be assigned fro* time to time by the Treasurer or by the Board. H.13 Compensation; Officers of the corporation shall serve without compensation. H.lV Executive Director: The Executive Director shall be the responsible admin-istrator of the organization. This person shall direct the work of the corporation under the policies adopted by the Board, including employment, promotion and replacement of staff, and shall attend the meetings of the Board to submit reports to the Board on the Progress of the corporation in accomplishing its aims and purposes. The Executive Director shall act as a consultant and shall attend all meetings as required by the Board, Exec-utive Conittee, Standing Cosnittees, Special Committees and other meetings as required. ARTICLE FIVE: COfCLTTEKS 5.1 Executive Committee: The Executive Committee shall consist of the President, the First Vice-President, the Second Vice-President, the Treasurer, the Secretary, and an additional member at the discretion of the President. The Board may delegate to said Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the corporation, except the power to adopt, amend, or repeal these By-laws. The designation of such Committee and the delegations thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility im-posed by law, the Articles of Incorporation, or these By-laws. By a majority vote of its members, the Board may at any time modify or revoke any or all of the authority so delegated. The Committee shall establish rules and regulations for its meetings and meet at such times as it deems necessary, provided that a reasonable notice of all meetings of the Coomittee shall be given to its members. Xo act of the Committee shall be valid unless approved by the vote or written consent of a majority of its members. The Committee shall keep regular minutes 6f its proceedings and report the same to the Board as the Board may require. 5-2 Standing Coiittees: The corporation shall have the following standing committees, each of which shall be chaired by a Director appointed by the President. Committee-size and committee membership shall also be deter-mined by the President. 5.2.1 Budget and Finance Cocaaittee: The Budget and Finance Committee shal] review and determine the financial feasibility of corporate projects, acts and undertakings, and shall be responsible for the preparation of the corporate budget, including J.F.S.A. program activities. In making such determinations, the Conittee shall report its findings and recommendations in writing to the Board for consideration. Minority or dissenting opinions of committee members shall be included in the referral. The Treasurer of J.F.S.A. shall also serve on the Committee, but shall not hold the Chair. 5.2.2 Publicity Committee: The Publicity Committee shall plan and execute such publicity casq>aigns, and perform such other duties, as may be directed by the Board. Any expenditure of corporate funds by the Committee shall require prior approval of the Board. The Committee shall meet at such places and times as directed by its chairperson or by the Board. (8) 5-2.3 Long Range Planning Committee: The charge of this committee 1? the systematic and objective identification of basic issues that will provide the Board with recommendations for direction in planning. The Committee obtains information about the needs of the coomunity, the people the agency serves, the roles and re-lationships of other coMaunity organizations, and the needs and goals of the Agency. j 5-2.U Personnel Practices Committee: The Personnel Practices Committee shall study the relationship of staff to the Board, the best pro-fessional practices regarding duties and responsibilities of the different staff positions, expansion or contraction of the staff, standards of training experience required for the different posi-tions, and, from time to time, with the staff, review the practices within the Jewish Family Service Agency pertaining to job des-criptions, salaries, sick leave, hours, resignations, discharges, vacations, leaves of absence, grievances and all matters concerning working conditions and welfare of the staff. These policies shall be subject to approval of the Board. The Committee shall meet at such times and places as directed by its chairperson or by the Board. 5.2.5 Professional Services Committee: The Professional Services Committee shall study, review, and keep itself informed on the relationship between the Agency and the clientele it serves. The Committee shall keep Itself informed on general trends and issues in the rendering of professional services to individuals, families and the community. It shall consider the propriety of the actions of the Agency regarding the rendering of professional services and shall revise or propose policy in these areas. Changes shall be recommended to the Board. 5.2.6 Additional Committees: If the Board shall determine by majority vote that additiomal committees are necessary, then the President shall appoint such coMittees. 5.3 Quorum: A majority of the whole Executive Committee or of a whole standing committee shall constitute a quorum. The act of a majority of the members present at which a quorum is present shall be the act of the Committee. Unless otherwise provided, ad hoc committees shall act under the direction of their respective chairpersons without any requirement as to a quorum. 5.U Rules: Each Committee may adopt rules for its own procedure provided such rules are not Inconsistent with law, with these By-laws, or with the rules and regulations adopted by the Board. ABTICIZ SIX: EXECUTION OF DBTBUMEBTS. DEPOSITB AMD FUHDS 6.1 Execution of Instruments: The Board, except as otherwise provided in these By-laws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the nsme 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 financially liable for any purpose or in any amount. (9) 6.2 Check* and Notea: Except as otherwiae apecifically determined by reaolution of the Board, aa provided in Section 6.1 or &a otherwise required by law, checka, drafts, promiaaory notea, ordera for the payment of money, and other evidence of indebtedneaa of the corporation ahall be aigned by any two of the following: the Treaaurer, the Preaident, the lat Vice-Preaident or the Executive Director. 6.3 Depoaita: All funds of the corporation thall be depoaited to the credit of the corporation in auch banks, trust companies, or other depoait&riea aa the Board may aelect. 6.4 Gifts: The Board may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation. ARTICLE SEVEH: CORPORATE RECORDS, REPORTS AMD SEAL 7.1 Minutea of Meetings; The corporation shall keep at its principal office, or at auch other place as the Board may order, a book of minutea of all meetingi of Directors with the time and place, whether regular or special, and, if apecial, how authorized, the notice given, the names of those preaent at Directors' meetings, and the proceedings thereof. 7.2 Books of Account: The corporation shall keep ami maintain adequate and correct accounts of its assets, liabilities, receipts, disbursements, gains and losses. 7-3 Inspection of Records by Directors; The books of account a hall at all reasonable times be open to inspection by any Director. Every Director shall have the absolute right aft any reasonable time to inspect all books, records, documents of every kind, and tfee physical properties of the corporation. Such inspection may be made in person or by agency or attorney, and the right of inspection includes the right to make extracts. 7.4 Annual Report and Financial Statement: The Board shall provide for the preparation and submission of a written report including a financial atatement. Annual audit is to be prepared according to accepted accounting principlea, by a qualified individual or entity as required by law. 7.5 Corporate Seal; The Board may adopt, use, and at will alter, a corporate seal. Such seal adopted, shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any auch instrument. ARTICLE EIGHT: FISCAL YEAR 8.1 The fiscal year of the corporation shall end on the last day of February of each year. ARTICIS WISE: BY-LAWS 9-1 Effective Date of By-laws: These By-laws ahall become effective ina?diately upon their adoption. AaKndaMnts to these By-laws i become effective immediately upon their adoption unleaa otherwise stated by the Board. 9.2 Aarendment: Subject to the limitations contained in the Artie lea of Incor-poration and to any provisions of law applicable to the amendment of By-laws of mon-profit corporations, these By-laws nay be altered, amended, or repealed and new By-laws adopted by the vote of two-thirds (2/3) of the Directors present. This may be done at any special or regular Meeting-of Directors at which a quorum is present. Written notice of such meeting and of the intention to change the By-laws thereat must be delivered to each Director at least seven (7) days prior to the date of such meeting, as provided in Section 3.13 of these By-laws, or by the written consent of all Directors without a meeting as provided in section 3? 15 hereof. A By-law fixing or changing the number of Directors may not be adopted, amended, or repealed. 9.3 Certification and Inspection: The original, or a copy of the By-laws as amended to date, certified by the Secretary of the corporation, shall be recorded and kept in a book which shall be kept in the principal office of the corporation. ARTICIE TEM: INVESTMENTS 10.1 The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and re-invest funds held by it, according to the judgement of the Board, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction under the U.8. Internal Revenue Code. ARTICIZ ELEVEN: VOTU*} SHARE8 HELD BY THIS CORPOBATIOW HI OTHER COBPOKATIOg 11.1 The President of this corporation, or in that person's absence, refusal or inability to act, such other officer as may be designated by resolution of the Board shall have full power and authority on behalf of this corporation to vote In person or by proxy all shares of any corporation standing in the name of this corporation and shall, on behalf of this corporation, at any share holders meeting, exercise all rights Incident to the ownership of such shares. ARTICIZ TWELVE: PROHIBITION AGABBT SHARING CORPORATE PROFITS AKD ASSETS 12.1 Ho Director, officer, employee, or other person connected with this cor-poration, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corpor-ation, provided that this provision shall not prevent payment to any such person of reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by resolution of the Board and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of this corporation. All members of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntary or involun-tary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise. ARTICLE THIRTEEN: IRREVOCABLY DEDICATED TO CHARXTABIZ PURPOSE 13.1 The property of this corporation is irrevocably dedicated to charitable (11) ' purposes and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private persons. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be dis-tributed to a non-profit fund, foundation, or corporation, which is organ-ized and operated exclusively for charitable purposes and which has established its t