Bylaws for the Holocaust Survivors Group of Southern Nevada, December 5, 2000

Bylaws of Holocaust Survivors Group of Southern Nevada ARTICLE I MEETING OF MEMBERSHIP Section 1. The annual meeting of the members of the Holocaust Survivors Groupof Southern Nevada shall be held in the City of Las Vegas, County of Clark, State of Nevada on the_15 day of November s each year, if not a legal holiday, and if a legal holiday, then on the next succeeding day not a legal holiday, for the purpose of conducting business of the organization. At least ten (10) day's written notice specifying the time and place, when and where, the annual meeting shall be convened, shall be mailed in a United States Post Office addressed to each of the members of record. Section 2. Special meetings of the members will be held at the office of the organization in the State of Nevada, or elsewhere, whenever called by the President, or by the Board of Directors. Section 3. If all the members of the organization shall waive notice of a meeting, no notice of such meeting shall be required and whenever all of the members shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting any group action may be taken. Section 4. There shall be no limit on the number of members of associates the organization may admit. Section 5. Memberships shall be neither non-assessable nor liable for the debts, obligations, or liabilities of the organization. Section 6. At the meeting of the members, the regular order of business shall be as follows: 1. Reading and approval of the minutes of previous meetings Bylaws of Holocaust Survivors Group of Southern Nevada 2. Reports of the Board of Directors, the President, Treasurer, and Secretary of the organization in the order named; 3. Reports of committees 4. Election of directors 5. Unfinished business 6. New business 7. Adjournment Robert's Rules of Order, as amended from time to time, shall govern the meeting of members insofar as those rules are not inconsistent with or in conflict with these Bylaws, or the law, or rules governing agenda, motions, and related matters At each meeting of the organization every member shall be entitled to vote in person or by his duly authorized proxy. Secretary of the company before an election or meeting of the stockholders, or they cannot be used at such election or meeting. Section 7. Section 8. Section 9. Voting of Membership: a) Each member is entitled to one vote on each matter submitted to a vote of the members. b) The record date for the purpose of determining the members entitled to notice of any meeting of members, or to exercise any other right as a member, is thirty (30) days before the date of the meeting of members. c) Cumulative voting shall not be authorized for the election of directors of for any other purpose. d) Proxy shall permit members entitled to vote to vote or act. ARTICLE II DIRECTOR AND THEIR MEETINGS Bylaws of Holocaust Survivors Group of Southern Nevada Section 1. The Board of Directors of the organization shall consist of at least one person who shall be chosen by the members, at the meeting of the organization, and who shall hold office for two years, and until their successors are elected and qualify. Section 2. When any vacancy occurs among the Director(s) by death, resignation, disqualification, or other cause, the members at any regular or at any adjourned meeting thereof, shall elect a successor to held office for the unexpired portion of the term of the Director whose place shall have become vacant and until his successor shall have been elected and shall qualify. Section 3. A majority of the Board of Directors in office shall constitute a quorum for the transaction of business, but if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn from time to time, until a quorum of seven (7) shall be present, and no notice of such adjournment shall be required. Section 4. The Board of Directors is vested with the complete and unrestrained authority in the management of all the affairs of the organization, and is authorized to exercise for such prupose as the General Agent of the company, its entire corporate authority. ARTICLE III OFFICERS AND THEIR DUTIES Section 1. The Board of Directors, at its meeting shall appoint a nominating committee to present a slate of officers and board members. The general members are entitled to nominate officers at the general meeting when elections are to be held. Section 2. The President(Co-presidents) shall be the executive officer of the organization and the Executive Committee shall have the supervision and, subject to the control of the Board of Directors, the direction of the organization's affairs, with full power to execute all resolutions and orders of the Board of Bylaws of Holocaust Survivors Group of Southern Nevada Directors not especially entrusted to some other officer of the organization. He shall be a member of the executive committee, and the chairman thereof; he shall preside at all meetings of the Board of Directors, and at all meetings of the members, and shall perform, such other duties as shall be prescribed by the Board of Directors. Section 3 The Vice-President(s) shall be vested with all the powers and perform all the duties of the President in his absence or inability to act; and he shall perform such other duties as shall be prescribed by the Board of Directors. Section 4 The Treasurer shall have the custody of all the funds of the company. When necessary or proper he shall endorse on behalf of the company for collection checks, notes and otner obligations; he shall deposit all monies to the credit of the company in such bank or banks or other depository as the Board of Directors may designate; he shall sign all receipts and vouchers for payments made by the organization, except as herein otherwise provided. He shall sign ail papers required by law or by those Bylaws or the Board of Directors to be signed by the Treasurer. Whenever required by the board of Directors, he shall render a statement of his cash account; he shall enter regularly in the books of the organization, to be kept by him for such purpose, full and accurate accounts of ell monies received and paid by him on account of the company. He shall at all reasonable times exhibit the books of account to any Directors of the company during business hours, and he shall perform all acts incidents to the position of Treasurer subject to control of the Board of Directors. Section 5. The Secretary shall keep the Minutes of all meetings of the Board of Directors and the Minutes of all meetings of the members and the Executive Committee in books provided for that purpose. He shall attend to the giving and serving of all notices of the organization; he may sign with the President or Vice-President, in the name of the organization, all contracts authorized by the Board of Directors or Executive Committee; Bylaws of Holocaust Survivors Group of Southern Nevada . he shall affix the corporate seal of the organization thereto when so authorized by the Board of Directors or Executive Committee; he shall have the custody of the corporate seal of the organization, and such other books and papers as the Board of Directors or the Executive Committee may direct, all of which shall at all reasonable times be open to the examination of any Director. He shall, in general, perform all duties incident to the office of Secretary. ARTICLE IV OFFICE AND BOOKS ion 1. The principal office of the corporation/organization is in the City of Las Vegas, at the home of the presiding President of the organization. The organization may have a principle office in any other state or territory as the Board of Directors may designate. ion 2. A copy of the Bylaws and Articles of Incorporation of the organization shall be kept at Secretary's office in the County of Clark, State of Nevada, for the inspection of all who are authorized or have the right to see the same. All other books of the organization shall be kept at such places as may prescribed by the Board of Directors. ARTICLE V MISCELLANEOUS Section 1. No agreement, contract or obligation (other than checks in payment of indebtedness incurred by authority of the Board of Directors) involving the payment of monies or the credit of the company for more than $100 dollars, shall be made without the authority of the Board of Directors, or of the executive committee acting as such. Section 2. Unless otherwise ordered by the Board of Directors, all agreements and contracts shall be signed by the President and Bylaws of Holocaust Survivors Group of the Secretary in the name and on behalf of the^org and shall have the corporate seal thereto off .xed. services. , , DV PRESENT that we, the undersigned, being the KNOW ALL MEN BY THESE PRtStN ITIn . sent t Q Officers of the above named 0f said the foregoing Bylaws and adopt the same as and for the Bylaw corporation/organization IN WITNESS WHEREOF, we have hereunto set our hands this ** day of December 2000. Signature - Title Signature - Title Signature - Title Signature - Title