NON-PROFIT BYLAWS

OF

THE NEW YORK COMPOSERS CIRCLE INC.

PREAMBLE

The following Bylaws shall be subject to and governed by the Corporation Act of New York and the Articles of the Non-Profit Incorporation of THE NEW YORK COMPOSERS CIRCLE INC.

In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Non-Profit Corporation Act of New York, the Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of the Organization, these Bylaws shall then be controlling.

ARTICLE 1 - NAME

The legal name of the Non-Profit Organization shall be known as THE NEW YORK COMPOSERS CIRCLE INC., and shall herein be referred to as the "Organization."

ARTICLE 2 - PURPOSE

The general purposes for which this Organization has been established are as follows:

The purpose for which the Non-Profit Organization is formed is outlined in the attached Articles of Incorporation.

The Organization is established within the meaning of IRS Publication 557 Section 501(c)(3) Organization of the Internal Revenue Code of 1986, as amended (the "Code") or the corresponding section of any future federal tax code.

The Organization shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of New York and as may be necessary or expedient for the administration of its affairs and the attainment of its purposes.

At no time and in no event shall the Organization participate in any activities that have not been permitted to be carried out by an Organization exempt under Section 501(c) of the Internal Revenue Code of 1986 (the "Code"), such as certain political and legislative activities.

ARTICLE 3 - OFFICES

The organization's principal office is located at 365 Bridge Street, Suite 12E, Brooklyn, New York 11201.

The Organization may have other such offices as the Board of Directors may determine or deem necessary or as the affairs of the Organization may find a need from time to time, provided that any permanent change of address for the principal office is properly reported as required by law.

ARTICLE 4 - DEDICATION OF ASSETS

The properties and assets of the Organization are irrevocably dedicated to and for non-profit purposes only. No part of this Organization's net earnings, properties, or assets, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of this Organization. On liquidation or dissolution, all remaining properties and assets of the Organization shall be distributed and paid to an organization dedicated to non-profit purposes that has established its tax-exempt status according to Section 501 (c) of the Code.

ARTICLE 5 - BOARD OF DIRECTORS

General Powers and Responsibilities

The Organization shall be governed by a Board of Directors (the "Board"), which shall have all the rights, powers, privileges, and limitations of liability of directors of a nonprofit corporation organized under the Non-Profit Corporation Act of New York. The Board shall establish policies and directives governing the business and programs of the Organization and shall delegate to the Executive Director and Organization staff, subject to the provisions of these Bylaws, authority, and responsibility to see that the policies and directives are appropriately followed.

Number and Qualifications

The Board shall have up to 13 members but no fewer than three (5) Board members. The number of Board members may be increased beyond 13 members by the affirmative vote of a two-thirds majority of the then-serving Board of Directors. A Board member need not be a resident of the State of New York.

In addition to the regular membership of the Board, representatives of such other organizations or individuals as the Board may deem advisable to elect shall be Ex-Officio Board Members, which will have the same rights and obligations, including voting power, as the other directors.

Board Compensation

The Board shall receive no compensation other than for reasonable expenses. However, provided the compensation structure complies with Sections relating to "Contracts Involving Board Members and/or Officers" as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Board member from serving the Organization in any other capacity and receiving compensation for services rendered.

Board Elections

The Governance Committee, if created, shall present nominations for new and renewing Board members at the annual board meeting. Recommendations from the Governance Committee shall be made known to the Board in writing before nominations are made and voted on. New and renewing Board members shall be approved by a two-thirds majority of those Board members at a Board meeting at which a quorum is present. If no Governance Committee is created, this duty shall fall upon another committee created for that purpose or the Board of Directors.

Term of Board

All appointments to the Board shall be for a term of three (3) years. No person shall serve more than three consecutive terms unless a majority of the Board votes to appoint a Board member to two additional years during a Board meeting at which a quorum is present. No person shall serve more than 2additional years. After serving the maximum number of consecutive years on the Board, a member may be eligible for reconsideration as a Board member after two years have passed since the conclusion of such Board member's service.

Vacancies

A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

a) The death, resignation, or removal of any director;

b) The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of the court, convicted of a felony, found by final order or judgment of any court to have breached a duty according to the

Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has missed four consecutive meetings of the Board of Directors or a total of four meetings of the Board during any one calendar year;

c) An increase in the authorized number of directors; or

d) The failure of the directors at any annual or other meeting of directors at which director(s) are to be elected to elect the full authorized number of directors.

The Board of Directors, by an affirmative vote of a majority of the directors then in office, may remove any director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing in the manner outlined in Article 5-Meetings that such action will be considered at the meeting.

Except as provided in this paragraph, any director may resign effective upon giving written notice to the chair of the Board, the Executive Director of the Organization, the secretary of the Organization, or the Board of Directors, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the Attorney General of New York is first notified, no director may resign when the Corporation/ Organization would then be left without a duly elected director in charge of its affairs.

Any vacancy on the Board may be filled by a two-thirds majority of the directors then in office, whether or not the number of directors then in office is less than a quorum or by vote of the sole remaining director. No reduction of the authorized number of directors shall result in the removal of any director before that director's term of office expires.

A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Resignation

Each Board member has the right to resign at any time upon written notice to the Chair, Secretary, or Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt. The acceptance of such resignation shall also take effect upon receipt, but it is not necessary to make it effective.

Removal

A Board member may be removed, with or without cause, at any duly constituted meeting of the Board by the affirmative vote of a two-thirds majority of then-serving Board members.

Meetings

The Board's regular meetings may be held at such time and place as shall be determined by the Board. The Chair of the Board or any three regular Board members may call a special meeting of the Board with two days' written notice provided to each member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold any special meeting of the Board.

Minutes

The Secretary shall be responsible for recording all minutes of every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, if the Secretary is unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the Organization to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via regular mail, hand-delivered, emailed, or faxed within 30 business days after the close of each Board meeting.

Action by Written Consent

Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. The number of directors in office must constitute a quorum for an action taken by written consent. Such consent shall be placed in the minute book of the Organization and shall have the same force and effect as a vote of the Board taken at an actual meeting. The Board members' written consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic "consent click” acknowledgments shall be effective as original signatures.

Quorum

Three persons shall be required to be present at each Board of Directors or Board Committees meeting to constitute a quorum for the business transaction. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the Chair of the Board shall be the deciding vote. The act of the majority of the Board members serving on the Board or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board Committees unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law explicitly requiring otherwise. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any Board or Board committee meeting if, during the meeting, he or she is present via telephone or web conferencing with the other Board members participating in the meeting.

Voting

Each Board member shall only have one vote. Members of the Board shall be allowed to vote by written proxy.

Board Member Attendance

An elected Board Member who is absent from four consecutive regular meetings of the Board during a fiscal year shall be encouraged to reevaluate his/her commitment to the Organization with the Chair of the Board. The Board may deem a Board member who has missed four consecutive meetings without such a reevaluation with the Chair to have resigned from the Board.

ARTICLE 6 - OFFICERS

Officers and Duties

The Board shall elect officers of the Organization, including an Executive Director, a Deputy Executive Director, a Secretary, a Treasurer (Chief Financial Officer), and other officers the Board may designate by resolution. The same person may hold any number of offices, except that the Secretary may not serve concurrently as the Executive Director. In addition to the duties per this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or by these bylaws, subject to the control of the Board of Directors. They shall perform any additional duties that the Board of Directors may assign them at their discretion.

The Board will select the officers at its annual meeting. The officers will serve the board's needs, subject to all the rights, if any, of any officer who may be under a contract of employment.

Therefore, without any bias or predisposition to the rights of any officer under any employment contract, any officer may be removed with or without cause by the Board. All officers have the right to resign at any time by providing notice in writing to the Chair of the Board, Executive Director, and/or Secretary of the Organization, without bias or predisposition to all rights, if any, of the Organization under any contract to which said officer is a part thereof.

All resignations shall become effective upon the date the written notice of resignation is received or at any time later as may be specified within the resignation. Unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective.

Any vacancies in any office because of death, resignation, disqualification, removal, or any other cause shall be filled by the herein-prescribed Bylaws for regular appointments to such office. The compensation, if any, of the officers shall be fixed or determined by resolution of the Board of Directors.

Chair of the Board (Chief Executive Officer)

It shall be the responsibility of the Chair of the Board, when present, to preside over all meetings of the Board of Directors and Executive Committee. The Chair of the Board is authorized to execute, in the name of the Organization, all contracts or other documents which may be approved, either generally or specifically, by the Board to be executed by the Organization, except when required by law that the Executive Director's signature must be provided.

Executive Director

It shall be the responsibility of the Executive Director, in general, to supervise and conduct all activities and operations of the Organization, subject to the control, advice, and consent of the Board of Directors. The Executive Director shall keep the Board of Directors wholly informed, shall freely consult with them about all activities of the Organization, and shall see that all orders and/or resolutions of the Board are carried out to the effect intended. The Board of Directors may place the Executive Director under a contract of employment where appropriate. The Executive Director shall be empowered to act, speak for, or otherwise represent the Organization between meetings of the Board. The Executive Director shall be responsible for hiring and firing all personnel, keeping the Board informed at all times of staff performance, and implementing any personnel policies that may be adopted and implemented by the Board. The Executive Director, at all times, is authorized to contract, receive, deposit, disburse, and account for all funds of the Organization, to execute in the name of the Organization all contracts and other documents authorized either generally or specifically by the Board to be executed by the Organization, and to negotiate all material business transactions of the Organization.

Deputy Executive Director

In the absence of the Executive Director, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the Deputy Executive Director to perform all the duties of the Executive Director and, in doing so, shall have all authority and powers of and shall be subject to all of the restrictions on, the Executive Director.

Secretary

The Secretary, or his/her designee, shall be the custodian of all records and documents of the Organization, which are required to be kept at the principal office of the Corporation/Organization, and shall act as secretary at all meetings of the Board of Directors, and shall keep the minutes of all such meetings on file in hard copy or electronic format. S/he shall attend to the giving and serving of all notices of the Organization and shall see that the seal of the Organization, if any, is affixed to all documents, the execution of which on behalf of the Organization under its seal is duly authorized per the provisions of these bylaws.

Treasurer (Chief Financial Officer)

It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Organization, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.

The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of the Organization, as may be ordered by the Board of Directors, and shall render to the Chair of the Board, its Directors, Executive Director, and Deputy Director, whenever they request it, an account of all the Treasurer's transactions as treasurer and of the financial condition of the Organization.

The Treasurer shall give the Organization a bond, if so requested and required by the Board of Directors, in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer's office and restoration to the Organization of all its books, papers, vouchers, money and other property of every kind in the Treasurer's possession or under the Treasurer's control upon the Treasurer's death, resignation, retirement, or removal from office. The Organization shall pay the cost of such a bond.

ARTICLE 7 - COMMITTEES

Committees of Directors

The Board of Directors may, from time to time, and by resolution adopted by a majority of the directors then in office provided that a quorum is present, designate one or more committees to exercise all or a portion of the authority of the Board, to the extent of the powers expressly delegated in the resolution of the Board or these Bylaws. Each such committee shall consist of at least three (3) directors and may also include persons who are not on the Board but whom the directors believe to be reliable and competent to serve on the specific committee. However, committees exercising any authority of the Board of Directors may not have any non-director members. The Board may designate one or more alternative members of any committee who may replace any absent member at any committee meeting. The appointment of members or alternate committee members requires the vote of a majority of the directors then in office, provided that a quorum is present. The Board of Directors may also designate one or more advisory committees that do not have the authority of the Board. However, no committee, regardless of Board resolution, may:

a) Approve any action that, according to applicable Law, would also require the affirmative vote of the members of the Board if this were a membership vote.

b) Fill vacancies on or remove members of the Board of Directors or any committee that has the authority of the Board.

c) Fix compensation of the directors serving on the Board or any committee.

d) Amend or repeal the Articles of Incorporation or Bylaws or adopt new bylaws.

e) Amend or repeal any resolution of the Board of Directors that is not so amendable or repealable by its express terms.

f) Appoint any other committees of the Board of Directors or their members.

g) Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale, lease, or exchange of all or considerably all of the property and assets of the Organization otherwise than in the usual and regular course of its business; or revoke any such plan.

h) Approve any self-dealing transaction except as provided according to Law. Unless otherwise authorized by the Board of Directors, no committee shall bind the Organization in a contract or agreement or expend Organization funds. Meetings and Actions of Committees Meetings and actions of all committees shall be governed by, and held and taken under, the provisions of Article 7 - Committees of these Bylaws, concerning meetings and actions of the directors with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special committee meetings shall also be given to all alternate members, who shall have the right to attend all committee meetings. Minutes shall be kept for each committee meeting and filed with the Organization's records. The Board of Directors may adopt rules inconsistent with the provisions of these Bylaws for the governance of any committee.

If a director relies on information prepared by a committee of the Board on which the director does not serve, the committee must be composed exclusively of any or any combination of:

(a) directors

(b) directors or employees of the Organization whom the director believes to be reliable and competent in the matters presented or

(c) counsel, independent accountants, or other persons regarding matters the director believes to be within that person’s professional or expert competence.

Executive Committee

According to Article 7 - Committees, the Board may appoint an Executive Committee composed of a minimum of three (3) directors to serve on the Executive Committee of the Board. The Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Organization between meetings of the Board, provided, however, that the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Article 7 - Committee of Directors. The Secretary of the Organization shall send each director a summary report of the business conducted in any meeting of the Executive Committee.

Finance Committee

If created, The Finance Committee shall be responsible for ensuring the Organization’s financial reports are accurate. It shall also oversee the budget and perform other duties like establishing reserve funds, lines of credit, and investments.

Internal Affairs Committee

The Board, at its sole discretion, may create an Internal Affairs Committee, which shall handle all internal and operational issues of the Organization, including but not limited to those related to finance, human resources, and facilities. The CFO and the Director of Human Resources, among others, may staff this Committee.

Communications and Public Relations Committee

If created, a Communications Committee shall handle all matters that relate to communicating with donors, stakeholders, and others. This Committee shall also oversee all newsletters, official communications, social media platforms, online presence, and media contacts.

Fundraising Committee

The Board, at its sole discretion, may create a Fundraising Committee which shall ensure and contribute well-planned fundraising initiatives for the Organization. In addition, this Committee shall identify potential sources of funds, take an active role in enhancing the Board's awareness of fundraising opportunities, explore opportunities for improved public relations and fundraising, and provide an annual review of the performance of the Organization's fundraising plan.

ARTICLE 8 - STANDARD OF CARE

General

A director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the director deems to be in the best interest of the Organization and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation may exercise under similar circumstances.

In the performance of the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

a) One or more officers or employees of the Organization whom the director deems to be reliable and competent in the matters presented;

b) Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such person's professional or expert competence; or

c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence, so long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted. Except as herein provided in Article 8 - Standard of Care, any person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which the Organization, or assets held by it, are dedicated.

Loans

The Organization shall not make any loan of money or property to, or guarantee the obligation of, any director or officer unless approved by the New York Attorney General, provided, however, that the Organization may advance money to a director or officer of the Organization or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

Conflict of Interest

The purpose of the Conflict-of-Interest policy is to protect the Organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations/organizations and is not intended as an exclusive statement of responsibilities.

Restriction on Interested Directors

Not more than 1% (percent) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person currently being compensated by the Organization for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director; and (2) any brother, sister, parent, ancestor, descendent, spouse, brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the interested person.

Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors who are considering the proposed transaction or arrangement.

Establishing a Conflict of Interest

After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

Addressing a Conflict of Interest

If the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:

a) Any interested person may render a request or report at the Board meeting, but upon completion of said request or report, the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest.

b) The Chair of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c) After exercising due diligence, the Board shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d) If a more advantageous transaction or arrangement is not reasonably possible under the circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the Organization, for its benefit, and whether it is fair and reasonable. It shall decide whether to enter into the transaction arrangement in conformity with this determination.

Violations of Conflict of Interest Policy

Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and allow the interested person to explain the alleged failure to disclose.

If, after hearing the interested person's explanation and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Procedures and Records

All minutes of the Board Meetings, when applicable, shall contain the following information:

a) The names of all the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board's decision as to whether a conflict of interest existed.

b) The names of the persons present for discussions and any votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any vote taken in connection with the proceedings.

Acknowledgement of Conflict of Interest Policy

Each director, principal officer, and member of a committee with Board delegated powers shall be required to sign a statement which affirms that such person:

a) Has received a copy of the conflict of interest policy;

b) Has read and understands the policy;

c) Has agreed to comply with the policy; and

d) Understands that the Organization is charitable, and to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Violation of Loyalty - Sell-Dealing Contracts

A self-dealing contract is any contract or transaction (i) between this Organization and one or more of its Directors or between this Organization and any corporation, firm, or association in which one or more of the Directors has a material financial interest ("Interested Director"), or (ii) between this Organization and a corporation, firm, or association of which one or more of its directors are Directors of this Organization. Said self-dealing shall not be void or voidable because such Director( s) of corporation, firm, or association are parties or because said Director( s) are present at the meeting of the Board of Directors or committee which authorizes, approves, or ratifies the self-dealing contract if:

a) All material facts are fully disclosed to or otherwise known by the members of the Board, and the self-dealing contract is approved by the Interested Director in good faith (without including the vote of any membership owned by said Interested Director(s);

b) All material facts are fully disclosed to or otherwise known by the Board of Directors or committee, and the Board of Directors or committee authorizes, approves, or ratifies the self-dealing contract in good faith without counting the vote of the Interested Director(s)-and the contract is just and reasonable as to the Organization at the time it is authorized, approved, or ratified; or

c) As to contracts not approved as provided in above sections (a) and/or (b), the person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to the Organization at the time it was authorized, approved, or ratified.

Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section.

Indemnification

To the fullest extent permitted by law, the Organization shall indemnify its "agents," as described by law, including its directors, officers, employees, and volunteers, and including persons formerly occupying any such position, and their heirs, executors, and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," and including any action by or in the right of the Organization, because the person is or was a person as described in the Nonprofit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article. To the fullest extent permitted by law, and, except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any "proceeding" shall be advanced by the Organization of an undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the Organization for those expenses.

The Organization shall have the power to purchase and maintain insurance on behalf of any agent of the Organization against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such or to give other indemnification to the extent permitted by law.

ARTICLE 9 - EXECUTION OF CORPORATE INSTRUMENTS

Execution of Corporate Instruments

The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Organization.

Unless otherwise explicitly determined by the Board of Directors or otherwise required by law, formal contracts of the Organization, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the Organization, other organizational instruments or documents, memberships in other organizations, and certificates of shares of stock owned by the Organization shall be executed, signed, and/or endorsed by the Board Chairman, Director of Operations and Executive Director.

All checks and drafts drawn on banks or other depositories on funds to the credit of the Organization or in special accounts of the Organization shall be signed by such person or persons as the Board of Directors shall authorize to do so.

Loans and Contracts

No loans or advances shall be contracted on behalf of the Organization. No note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the Organization may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization.

ARTICLE 10 - RECORDS AND REPORTS

Maintenance and Inspection of Articles and Bylaws

The Organization shall keep at its principal office the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours. Maintenance and Inspection of Federal Tax Exemption Applications and Annual Information Returns.

The Organization shall keep a copy of its federal tax exemption application and annual information returns at its principal office for three years from the date of filing. These documents shall be open to public inspection and copying to the extent required by law.

Maintenance and Inspection of Other Corporate Records

The Organization shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Organization. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the Organization shall turn over to his or her successor or the Chair of the Board or Executive Director, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts or other property of the Organization as have been in the custody of such officer, employee, or agent during his or her term of office.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Organization and each of its subsidiary organizations. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts of documents.

Preparation of Annual Financial Statements

The Organization shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be audited by an independent certified public accountant in conformity with generally accepted accounting standards. The Organization shall make these financial statements available to the New York Attorney General and members of the public for inspection no later than 90 days after the close of the fiscal year to which the statements relate.

Reports

The Board shall ensure an annual report is sent to all directors within 90 days after the end of the fiscal year of the Organization, which shall contain the following information:

a) This corporation's assets and liabilities, including trust funds, at the end of the fiscal year.

b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

c) The expenses or disbursements of the Corporation/Organization for general and restricted purposes during the fiscal year.

d) The information required by the Non-Profit Corporation Act concerning certain self-dealing transactions involving more than $50,000.00 or indemnifications involving more than $ 10,000.00 that took place during the fiscal year.

The report shall be accompanied by any pertinent report from an independent accountant or, if no such report exists, the certificate of an authorized officer of the Organization stating that such statements were prepared without audit from the organization's books and records.

ARTICLE 11 - FISCAL YEAR

The fiscal year for this Corporation/Organization shall end on June 30.

ARTICLE 12 -AMENDMENTS AND REVISIONS

These Bylaws may be adopted, amended, or repealed by a two-thirds majority of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations, is given in accordance with these Bylaws. If any provision of these Bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be altered, amended, or repealed by that greater vote.

ARTICLE 13 - ORGANIZATION SEAL

The Board of Directors may adopt, use, and alter an organization seal. The seal shall be kept at the principal office of the Organization. However, failure to affix the seal to any organization instrument shall not affect the validity of that instrument.

ARTICLE 14 - CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit Corporation Act, as amended from time to time, shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular, and the term "person" includes an Organization and a natural person. If any competent court of law shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and possible, (i) the remainder of these Bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.

CERTIFICATE OF SECRETARY

I, Dr. Richard James Brooks, certify that I am the current elected and acting Secretary of the Corporation/Organization, and the above Bylaws are the bylaws of this Corporation/Organization as adopted by the Board of Directors on September 28, 2024, and that they have not been amended or modified since the date above.

EXECUTED on this ____ day of __________________ in the County of Kings in the State of New York.

(Duly Elected Secretary)