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How to Start Your Own Humanitarian Nonprofit Organization

Face the Challenge desires to see others, who feel so led, to establish
their own charitable nonprofit organizations. They, therefore, offer the following guidelines for getting started. This information will not be all that you need to know, or may not be in the order that you need to proceed--by no means--but perhaps these resources will initiate real actions for whatever you hope to accomplish through the vehicle of a nonprofit organization. Seek out reliable and committed people knowledgeable about nonprofit organizations who can provide, for example, legal, administrative, financial, promotional, and pastoral counsel. Initially it will be necessary to work closely with them to launch your organization. As your organization gains momentum, or perhaps changes direction in some way, be sure to keep all your consultants informed so they can continue to give good advice. You will also be able to find helpful resources at such places at the bookstore, library, and internet.

Basic Checklist for Starting a Nonprofit:

  • Draft Articles of Incorporation and submit to the Secretary of State
  • Apply for a 9-digit Employer Identification Number (Form SS-4) as a Nonprofit organization
  • Apply for Recognition of Exemption under Section 501 (c) (3) of the Internal Revenue Code (Form 1023)
  • Draft Bylaws
  • Establish a Board of Directors
  • From the Board of Directors, elect a President, Vice President, Secretary, Treasurer, etc.
  • Establish a Board of Advisors, if desired
  • Appoint an Executive Director and Assistant Executive Director
  • Establish a Statement of Faith for the Board Members, if applicable
  • Develop a Mission Statement
  • Establish a Designated Office, mailing address, phone and FAX numbers, and e-mail addresses
  • Create an Organizational Logo and order Letterhead and business cards, if desired
  • Obtain a rubberized Corporate Seal with the Organization Name on it
  • Keep financial records of the Organization using standard computer software, back up all records
  • Consider liability insurance

  • Apply for Federal Tax Exemption as a 501 (c) (3) Nonprofit Organization (Form 548) sent to:

    Internal Revenue Service
    District Director
    Department of the Treasury
    e.g. 1100 Commerce St. or P.O. Box 2508 (as of 10/00)
    Dallas, TX 75242-0000 Cincinnati, OH 45201
    (214)-767-6023 1-877-829-5500 Toll free
    8:00 AM-9:30 PM EST

  • You will be assigned a file folder number and a case number by a Customer Account Services Representative.

  • Apply for State Tax Exemption at:

    e.g. State of.........
    Taxpayer Service Division
    Department of Revenue
    Street Address
    City, State, Zip Code

Required:

  • Federal Determination Letter
  • Latest financial statements
  • Articles of Incorporation
  • Stated specific purpose and function of Organization
  • Current Secretary of State Certificate

  • Apply for City Tax Exemption from Sales, Use, and Occupational Tax, if desired at:

    e.g. Manager of Revenue
    City of...........& County of........
    Department of Revenue
    Treasury Division--Tax Compliance/Audit Section
    Street Address
    City, State, Zip Code

  • File a Federal Income Tax Return (Schedule A--Form 990EZ), due May 15th each year for Nonprofit Organizations to (for e.g. Colorado Nonprofits):

    Department of the Treasury
    Internal Revenue Service
    Ogden, UT 84201

  • Submit (e.g. Biennial) State Report of Nonprofit Corporations, as required by Individual states to:

    e.g. Department of State
    Corporate Report Section
    Street Address
    City, State, Zip Code

    Checks are payable to: Secretary of State

  • Join State Association of Nonprofit Organizations, if valued by your organization
  • Develop a promotional strategy, including a web site
  • Establish a database for a mailing list, back up all records
  • Send out an Organization newsletter, e.g. one to six times per year
  • Send Receipts for Cash and Gift in Kind Donations, keep a database of all donations
  • Keep records of Organization Supplies Inventory
  • Set regular Board Meeting dates, a minimum of once a year; optimally, at least quarterly
  • Keep record of the business discussed at all meetings
  • Consider having annual Board Member retreats
  • Set short- and long-term goals of the Organization with the Board Members
  • Evaluate the function and effectiveness of the Organization regularly

A Common Purpose

The motivation of establishing some humanitarian nonprofit organizations
is based on some common belief system held by its Board Members and volunteers.

Although not required by a government authority in order to establish yourselves as a nonprofiit organization, each Face the Challenge Board Member as signed the following. Perhaps such a signed statement can be a guide as you begin your own nonprofit organization.

Statement of Faith 

						 
	Face the Challenge bases its ministry on the following statement 
	of faith:
	We believe the Bible to be the inspired, infallible Word of God. 

	II Timothy :15-17.

	We believe there is one God, eternally existent in three persons, 
	the Father, on, And Holy Spirit. Matthew 28:19, Ephesians 4:4-6. 


	We believe in the deity of the Lord Jesus Christ, in His virgin 
	birth, in His sinless life, in His miracles, in His atoning death, 
	in His bodily resurrection, and in His imminent return in power 
	and glory. John 1:1-4; Matthew 1:23; Philippians 2:5-11; Hebrews 
	1:1-4 &  4:15; Acts 1:11 &  2:22-24; Corinthians 15:3-4.

	We believe that repentance of sin and faith in Jesus Christ alone 
	is bsolutely essential for a man's salvation. Titus 3:4-7; Luke 
	24:46-47; Ephesians 2:8-9; John 14:6; Acts 4:12.

	We believe in the present ministry of the Holy Spirit, by whose 
	indwelling the Christian is enabled to live a godly life. Galatians 
	5:16-18; Romans 8:9.e believe in the resurrection of the saved to 
	eternal life and the esurrection of the lost to eternal punishment. 
	Revelation 20:11-15; I Corinthians 15:51-57.

	We believe in the spiritual unity of believers in Christ. Ephesians 
	1:22-23; Corinthians 12:12 &  27.

	I have read the above Statement of Faith. By my signature I acknowledge 
	my full agreement of these beliefs. If at any time I find myself 
	no longer subscribing to all or any of these precepts, I will advise 
	the Board of Face The Challenge, Inc.

	Signed_______________________________

	Date ________________________________

Board Member INCORPORATION

A nonprofit organization will need Articles of Incorporation, a legal document drawn up by an attorney, called an Incorporator.

The cover letter should appear something like: 

	Include current date here
	Secretary of State
	Corporate Division
	Street Address
	State Capitol, State Zip Code

	RE: Filing of Article of Incorporation:
	Name of Nonprofit

	The text may appear as follows:

	To Whom It May Concern:

	Enclosed please find duplicate original Articles of Incorporation 
	of Name of Organization for filing with the office of the Secretary 
	of State. Also enclosed is a check in the amount of (e.g. .00) 
	in payment of the filing fee.
	If you find the enclosed to be proper, please issue the Certificate 
	of incorporation and return it to me at the address above.

	Sincerely,
	Signature of Incorporator _______________________________

	Typed name of Incorporator

**Note: The following Articles of Incorporation are meant solely to be a guide. Please consult with your legal counsel to customize your own nonprofit's incorporation legal documents.

ARTICLES OF INCORPORATION 

	NAME OF ORGANIZATION, INC.
	(*Example is based on Colorado Law*)
	The undersigned natural person hereby establishes a nonprofit corporation 
	pursuant to the ´Name of State ´Nonprofit Corporation 
	Act and adopts the following Articles of Incorporation:
 
	ARTICLE I
	NAME
	The name of the corporation is: ________________________, Inc.

 
	ARTICLE II
	DURATION
	The corporation shall have perpetual existence.
 
	ARTICLE III
	PURPOSES AND POWERS
	1. Purposes .The corporation is formed exclusively for charitable, 
	literary, scientific and educational purposes within the meaning 
	of Section 01(c) (3) of the Internal Revenue Code of 1986 as amended 
	("the Code"). The purposes shall include, but not be limited 
	to ´(e.g. providing medical help to the poor and needy in 
	e.g. the United States and developing countries in order to demonstrate 
	Christ's love).
 
	2. Powers .In furtherance of the foregoing purposes and objects 
	(but not otherwise) and subject to the restrictions in Section 3 
	of this Article II, the corporation shall have and may exercise 
	all such powers as are expressly or implied conferred upon nonprofit 
	corporations organized under the laws of the, e.g. State of Colorado, 
	except as limited by the Articles of Incorporation and including, 
	without limiting the generality of the foregoing, receiving, maintaining 
	and dealing with in any manner whatsoever, real or personal property 
	or a fund or funds of real or personal property or fund or funds 
	of real or personal property, and using and applying the whole or 
	any part thereof, including income therefrom; provided, however, 
	that such use be exclusively and irrevocably applied to the charitable 
	purposes of the corporation.
 
	3. Restrictions Upon the Powers of Directors and Others .
	A. No part of the net earnings of the corporation shall inure to 
	the benefit of any director or officer of the corporation or any 
	other private individual (except that reasonable payments may be 
	paid for expenses incurred on behalf of the corporation affecting 
	one or more of its purposes), and no director or officer of the 
	corporation, or any other private individual shall be entitled to 
	share in any distribution of any of the corporate assets on dissolution 
	of the corporation or otherwise. Any and all property, both real 
	and personal, which may be owned by the corporation at any time, 
	is and shall always be exclusively and irrevocably dedicated to 
	the charitable purposes of this organization. To substantial part 
	of the activities of the corporation shall consist of carrying on 
	propaganda, or otherwise attempting to influence legislation as 
	defined in Section 501 (h) of the Code. The corporation shall not 
	participate or intervene in (including the publication or distribution 
	of statements) any political campaign on behalf of any candidate 
	for public office.
 
	B. No part of the assets of the corporation shall be contributed 
	to any organizations whose net earnings or any part thereof inure 
	to the benefit f any private individual or any substantial part 
	of the activities of which consists of carrying on propaganda or 
	otherwise attempting to influence legislation.
 
	C. Notwithstanding any other provisions of these Articles, the corporation 
	shall not carry on any activities not permitted to be carried on 
 
	(i) by a corporation exempt from Federal income tax under Section 
	501 (c) (3) of the Code (or the corresponding provisions of any 
	future United States Internal Revenue law) or (ii) by a corporation, 
	contributions to which are deductible under Section 170 (c) (2) 
	of the Code (or the corresponding provision of any future United 
	States Internal Revenue law) .
 
	D. Upon dissolution of the corporation, the assets of the corporation 
	shall be disposed of according to the procedure outlined in the 
	e.g. Colorado) Name of State Nonprofit Corporation Act. After the 
	liabilities of the corporation have been discharged or provided 
	for, the corporation's remaining assets shall be disposed of by 
	a distribution to an organization or organizations then qualified 
	as exempt from taxation under section 501 (c) (3) of the Code or 
	its successor provision, or to the federalgovernment, or to a state 
	or local government, for a public purpose, as determined by the 
	then acting Board of Directors. If such determination cannot be 
	made for any reason, such determination shall be made by the District 
	Court of the county in which the principal office of the corporationis 
	then located.
 
	ARTICLE IV
	INITIAL BOARD OF DIRECTORS
	The control and management of the affairs of the corporation and 
	of the disposition of its funds and property shall be solely vested 
	in a Board of directors. The number of directors (which may not 
	be less than three), their terms of office and the manner of their 
	selection and election shall be
	determined according to the Bylaws of the corporation from time 
	to time in force.
 
	The initial Board of Directors and their addresses shall be as follows 
	for example):
 
	Name, President
	Address
	City, State, Zip Code
	Name, Vice President
	Address
	City, State, Zip Code
 
	Name, Secretary
	Address
	City, State, Zip Code
 
	Name, Treasurer
	Address
	City, State, Zip Code
	etc. etc.
 
	ARTICLE V
	EGISTERED OFFICE AND REGISTERED AGENT
	The address of the initial registered office of the corporation 
	is:
	Street, City, State, Zip Code. The name of its initial registered 
	agent at such address is: Full Legal Name of Organization President. 
 
 
	ARTICLE VI
	MEMBERS AND DIRECTORS
	The corporation shall not have members. The entire voting power 
	for all purposes shall rest in the Board of Directors. Each director 
	shall be entitled to one vote on each matter submitted to a vote. 
	The corporation shall have no capital stock.
 
	ARTICLE VII
	BYLAWS
	The initial Bylaws of the corporation shall be adopted by the Board 
	of directors. Such board shall have power to alter, amend or repeal 
	the Bylaws.
	such Bylaws may contain any provisions for the regulation or management 
	of the affairs of the corporation which are not inconsistent with 
	the law or these Articles of Incorporation, as the same may from 
	time to time be amended. However, no Bylaw at any time in effect, 
	and no amendment to the articles, shall have the effect of giving 
	any director or officer of this corporation any proprietary interest 
	in its property or assets whether during the term of its existence 
	or as an incident to its dissolution.
 
	ARTICLE VIII
	INDEMNIFICATION OF DIRECTORS AND OFFICERS
	The corporation shall indemnify each director or officer or former 
	director or officer, heirs and personal representatives, against 
	expenses actually and reasonably incurred in connection with the 
	defense of any action, suit or proceeding, civil or criminal, to 
	which such person may be made a party by reason of being or having 
	been such a director or officer of the corporation, except in relation 
	to matters as to which such person shall be finally adjudged in 
	such action, suit or proceeding to be liable for negligence or misconduct 
	in the performance of duty to the corporation. On the event of a 
	settlement, indemnification shall be provided only in connection 
	with such matters covered by the settlement as to which the corporation 
	is advised by counsel that the person being indemnified did not 
	commit such a breach of duty. The foregoing right of indemnification 
	shall not be exclusive of other rights to which such director or 
	officer may be entitled.
 
	ARTICLE IX
	INCORPORATION
 
	The name and address of the incorporator is:
 
	Full legal name of attorney _______________________
	Office street address ____________________________
	City, State, Zip Code
 
	ARTICLE X
	IMITATION OF PERSONAL LIABILITY OF DIRECTORS
	Pursuant to and in accordance with the provisions of [e.g. Sections 
	-21-102 (1.5) and 7-22-101 (1) (r), Colorado Revised Statutes], 
	the personal liability of any director to the corporation or to 
	its shareholders for monetary damages for breach of fiduciary duty 
	as a director is eliminated, except for any breach of the director's 
	duty or loyalty to the corporation or to its shareholders, acts 
	or omissions not in good faith or which involve intentional misconduct 
	or a knowing violation of law, acts specified in (e.g. section 7-5-114, 
	Colorado Revised Statutes), or any transaction from which the director 
	derived an improper personal benefit. The effective date of this 
	provision is upon the filing of these Articles of Incorporation. 
 
 
	ARTICLE XI
	PRIVATE FOUNDATION RULES
	If the corporation is found to be a private foundation at any time 
	during its existence, the following provision shall become effective: 
 
 
	1. The corporation will distribute its income for each tax year 
	at such time and in such manner as not to become subject to the 
	tax on undistributed income imposed by Section 4942 of the Internal 
	Revenue Code of 1986, or corresponding provisions of any later federal 
	tax laws.
 
	2. The corporation will not engage in any act of self-dealing as 
	defined in Section 4941 (d) of the Internal Revenue Code of 1986, 
	or corresponding provisions of any later federal tax laws.
 
	3. The corporation will not retain any excess business holdings 
	as defined in Section 4943 (c) of the Internal Revenue Code of 1986, 
	or corresponding provisions of any later federal tax laws.
 
	4. The corporation will not make any investments in such manner 
	as to subject it to tax under Section 4944 of the Internal Revenue 
	Code of 1986, or corresponding provisions of any later federal tax 
	laws.
 
	5. The corporation will not make any taxable expenditures as defined 
	in section 4945 (d) of the Internal Revenue Code of 1986, or corresponding 
	provisions of any later federal tax laws.
 
	ARTICLE XII
	AMENDMENT
	The Board of Directors reserve the right from time to time to amend, 
	alter, change or repeal these Articles of Incorporation by a vote 
	of two-thirds of the directors present at a meeting called by such 
	a purpose pursuant to notice.
 
	DATED: Month day, year
	Signature of Incorporator____________

 
	Typed full legal name
	Incorporator
 
	**Note: Following is an example of Bylaws for a nonprofit organization 
 
	intended only to be a guide for anyone else wishing to develop such 
	a document. Please consult with your own legal counsel for your 
	own final set of Bylaws.**
 
	BYLAWS
	NAME OF ORGANIZATION, INC.
	ARTICLE I. GENERAL
	Section 1.1. Name.
	The name of the corporation is Name of corporation, Inc., a Name 
	of State nonprofit corporation (hereinafter referred to as the corporation). 
 
 
	Section 1.2. Principal Offices and Registered Agent.

	The principal place of business and principal office of the corporation 
	shall be located at such place as the board shall from time to time 
	determine, and the corporation may have such other offices within 
	the state of Name of State as the Board of Directors may designate 
	or as the business of the corporation may require from time to time. 
	The registered office as required by the e.g. Colorado Corporation 
	Act To be maintained in the state of name of State may be changed 
	from time to time by appropriate action of the Board of Directors, 
	with proper notice of such change to be given in all cases to the 
	Secretary of State of the state of Name of State.
 
	Section 1.3. Seal.
	The seal of the corporation shall be circular in form and mounted 
	on a metal die, suitable for impressing the same upon paper. The 
	seal shall consist of two concentric circles, between which shall 
	be the name of the corporation and a designation of the state of 
	Name of State, and in the center of which shall be the word "seal." 
 
 
	Section 1.4 . Members.
	The corporation shall have no members.
 
	ARTICLE II. THE BOARD OF DIRECTORS
	Section 2.1. Meeting of Directors.
	The property and business of the corporation shall be managed by 
	its Board of Directors consisting of not lessthan three (3) nor 
	more than nine (9) directors. The number of directors may be increased 
	or decreased from time to time by amendment to these Bylaws.
	The directors hereinafter named shall constitute the first Board 
	of Directors and shall hold office until such time as new directors 
	are elected or appointed by said first Board of Directors. Election 
	or appointment of directors shall be in a manner and for a term 
	provided by resolution of the first Board of Directors.
	The initial Directors and their addresses are:
 
	Name, President
	Street Address
	City, State, Zip Code
 
	Name, Vice President
	Street Address
	City, State, Zip Code
 
	Name, Secretary
	Street Address
	City, State, Zip Code
 
	Name, Treasurer
	Street Address
	City, State, Zip Code
 
	Section 2.2. Meeting of Directors.
	Meetings of the Board of directors shall be held regularly, but 
	not less than one time a year and may be held upon the call of the 
	President, or three members of the Board of directors, at any place 
	within or without the state of Name of State, providing that not 
	less than five days notice of such meeting be given to each director. 
	Notice shall be deemed waived by attendance at any meeting in person 
	and similar notice may likewise be waived by absent directors, either 
	in written instrument or by telegram.
 
	Section 2.3. Quorum.
	A quorum of any meeting of the Board of Directors shall consist 
	of not fewer than a majority of the number of directors fixed by 
	these Bylaws. Any action by such majority of the directors present 
	at a meeting at which a quorum is present shall be the act of the 
	board of directors, unless the act of a greater number is required 
	by law.
 
	Section 2.4. Vacancies.
	Any vacancy occurring in the Board of directors may be filled by 
	the affirmative vote of a majority of the directors. A director 
	elected to fill a vacancy shall be elected for the unexpired term 
	of his predecessor in office. Any directorship to be filled by reason 
	of an increase in the number of directors shall be filled by the 
	affirmative vote of a majority of the directors then in office. 
 
 
	Section 2.5. Powers of the Board.
	The Board of Directors shall have the power to elect the various 
	officers whose duties are hereinafter set forth. In addition, they 
	shall also have the power to appoint an auditor, attorney, and such 
	other officers or assistant officers as they may need, including 
	but not limited to an Assistant Secretary and an Assistant treasurer, 
	who may or may not be members of the Board of Directors, to serve 
	at the sole discretion of the Board. The business and affairs of 
	the corporation shall be managed by its Board of Directors, and 
	all notes, deeds and leases shall be signed by the President and 
	attested by the Secretary or such Assistant Secretary as may be 
	appointed by the Board, at the Board's discretion. The powers enumerated 
	herein shall not be construed to limit other powers given the Board 
	of Directors by any section of these Bylaws, the articles of Incorporation 
	or the laws of the state of name of State.
 
	Section 2.6. Committees.
	The Board of Directors by resolution
	adopted by a majority of the directors in office may designate and 
	appoint one or more committees each of which shall consist of two 
	or more directors. Each committee shall have and may exercise the 
	authority of the Board of directors as may be set forth in said 
	resolution, except that no committee shall have the authority of 
	the Board of Directors in reference to the powers described in (e.g. 
	C.R.S. Section 7-24-105).
 
	Section 2.7. Informal Acton by Directors.
	Any action required or permitted to be taken at a meeting of the 
	Board of Directors may be taken without a meeting if a consent in 
	writing, setting forth the action so taken,shall be signed by all 
	of the Directors entitled to have the same force and affect as a 
	unanimous vote of the Directors, and my be stated as such in the 
	articles or documents filed with the Secretary of State of Name 
	of State.
 
	ARTICLE III. THE OFFICERS OF THE CORPORATION
	Section 3.1. Officers.
	The officers of the corporation shall consist of a President, one 
	or more Vice Presidents, a Secretary and Treasurer. The salaries 
	of all the officers of the corporation, if any, shall be fixed by 
	the Board of Directors. One person may hold any two or more offices, 
	except that no person may simultaneously hold the offices of President 
	and Secretary. The Board of Directors by resolution may create and 
	define the duties of other offices in the corporation, and may elect 
	or appoint persons to fill these offices. In all cases where the 
	duties of any officer, agent or employee are not prescribed by the 
	Bylaws, Articles of incorporation, or by the Board of Directors, 
	such officer, agent or employee shall follow the orders and instructions 
	of the President.
 
	Section 3.2. Election and Term of Office.
	The officers of the corporation shall be elected by the Board of 
	Directors annually at the first meeting of the Board held in that 
	year. If the election of officers shall not be held at such meeting, 
	such election shall be held as soon thereafter as is convenient. 
	All officers shall serve for a term of one year, and each officer 
	shall hold office until the first of the following occurs: until 
	his successor is duly elected and qualified; or until his death; 
	or until he shall resign; or until he has been removed in the manner 
	hereinafter provided. A vacancy in any office, however occurring, 
	may be filled by the Board of Directors for the unexpired portion 
	of the term.
 
	Section 3.3. Removal.
	Any officer or agent may be removed by the Board of Directors when 
	in their judgment the best interests of the corporation will be 
	served thereby. The removal of an officer shall be without prejudice 
	to the contract rights, if any, of the officer so removed. Election 
	or appointment of an officer or agent shall not in itself create 
	contract rights.
 
	Section 3.4. Vacancies.
	A vacancy of any office, however occurring, may be filled by the 
	Board of Directors for the unexpired portion of the term.
 
	Section 3.5. The President.
	The President shall be the chief executive officer of the corporation, 
	and shall have general and active control of its affairs and business 
	and supervision of its officers, agents and employees and perform 
	such other duties as the Board of Directors may prescribe. The President 
	shall execute contract and other agreements and reports when duly 
	attested by the Secretary or the Assistant Secretary, if any. He 
	or she shall preside at all meetings of the Board of Directors, 
	discharge all the duties which devolve upon a presidential officer, 
	and perform such other duties as these Bylaws provide or the Board 
	of Directors may prescribe.
 
	Section 3.6. The Vice President.
	The Vice President shall perform all duties incumbent upon the President 
	during the absence or disability of the President, and perform such 
	other duties as these Bylaws may require or the Board of Directors 
	may prescribe.
 
	Section 3.7. The Secretary.
	The Secretary shall attend all sessions of the Board, and record 
	all votes and the minutes of the proceedings in a book to be kept 
	for that purpose; and shall perform like duties for the standing 
	committees, if any, when required. The Secretary shall give or cause 
	to be given notice of all meetings of the Board of Directors. The 
	secretary shall keep in safe custody the corporate records and the 
	seal of the corporation, and when authorized by the board, affix 
	the same to any instrument requiring it, and when so affixed, it 
	shall be attested by his or her signature. The Secretary shall in 
	general perform all duties incident to the office of Secretary and 
	such other duties as from time to time may be assigned to him or 
	her by the President or by the Board of Directors. An assistant 
	Secretary or Secretaries, if any, shall have the same duties and 
	powers, subject to supervision by the Secretary.
 
	Section 3.8. The Treasurer.
	The Treasurer shall be the principal financial officer of the corporation 
	and shall have the care and custody of all funds, securities, evidences 
	of indebtedness and other personal property of the corporation and 
	shall deposit all monies and other valuable effects in the name 
	and to the credit of the corporation in such depository or depositories 
	as may be designated by the Board of Directors, in accordance with 
	the instructions of the Board of Directors. He shall keep full and 
	accurate accounts of receipts and disbursements in books belonging 
	to the corporation. He shall receive and give receipts and acquittances 
	for monies maid in on account of the corporation, and shall pay 
	out of the funds on hand all bills, payrolls, and other just debts 
	of the corporation upon maturity. He shall perform all other duties 
	incident to the office of the Treasurer and, upon request of the 
	Board of Directors, shall make such powers and perform such other 
	duties as may be from time to time prescribed by the board of Directors 
	or the President. An Assistant Treasurer or Treasurers, if any, 
	hall have the same powers and duties, subject to the supervision 
	of the Treasurer.
 
	Section 3.9. Delegation of Authority.
	In case of the absence of any officer of the corporation, or for 
	any other reason that the Board of directors may deem sufficient, 
	the Board of Directors may delegate the powers or duties of such 
	officer to any other officer or to any director, for the time being, 
	provided a majority of the entire Board of Directors concurs therein. 
 
 
	ARTICLE IV. CORPORATE BOOKS
	Section 4.1. Book and Records.
	The corporation shall keep correct and complete books and records 
	of account; shall keep minutes of the proceedings of its Board of 
	Directors and committees having any of the authority of the Board 
	of Directors, if any.
 
	ARTICLE V. AMENDMENTS
	Section 5.1. The Articles of Incorporation or Bylaws may be enlarged, 
	amended, repealed, or altered in whole or in part by a two-thirds 
	vote of the members of the Board of Directors present at a meeting 
	of the members of the board where such action has been announced 
	in the notice of such meeting.
 
	ARTICLE VI. INDEMNIFICATION OF OFFICERS AND DIRECTORS
	Section 6.1. Each director and officer of this corporation, and 
	personal representatives, shall be indemnified by the corporation 
	against all costs and expenses actually and necessarily incurred 
	by him in connection with the defense of any action, suit or proceeding 
	in which such person may be involved or to which he may be made 
	a party by his being or having been such director or officer, except 
	in relation to matters as to which he shall be finally adjudged 
	in such action, suit or proceeding to be liable for negligence or 
	misconduct in the performance of duty. Such costs and expenses shall 
	include amounts reasonably paid in settlement for the purpose of 
	curtailing the costs of litigation, but only if the corporation 
	is advised in writing by its counsel that in his opinion the person 
	indemnified did not commit such negligence or misconduct. The foregoing 
	right of indemnification shall not be exclusive of other rights 
	to which he may be entitled as a matter of law or by agreement. 
 
 
	ARTICLE VII. MISCELLANEOUS
	Section 7.1. Fiscal Year.
	The fiscal year shall be as determined by the Board of Directors 
	by appropriate resolution.
 
	Section 7.2. Articles of Incorporation.
	The Articles of incorporation, as they now exist, but amending the 
	initial directors, are hereby made a part of these Bylaws and all 
	Bylaw provisions shall be construed in connection with said Articles 
	of Incorporation, and no Bylaws provision shall be adopted to conflict 
	with or be in contravention of said articles of Incorporation.
 
	Typed Name of Nonprofit Organization _________________
 
	(SEAL)
 
	By: Signature of President _______________
 
	President ATTEST:
 
	Signature of Secretary ____________
 
	Secretary