Official Bylaws

BYLAWS
OF
"TOUCH OF HOME"
SUPPORT 4R DEPLOYED MILITARY, INC.

ARTICLE I
Purposes and Limitations

Section 1.  General Purpose.

The objective of this corporation shall be:

The specific purpose of this corporation shall be:

  1. To provide support for the United States Military personnel deployed overseas.
  2. To boost moral of the deployed military.
  3. To provide practical support, by way of letters, recreational supplies, and personal care items to deployed military.
  4. Everything donated will be distributed via domestic, U S Postal, or military means.

Section 2.  Limitations.

This corporation is a non-profit public benefit corporation and is not organized for the private gain of any person. It is organized under the Non-Profit Public Benefit Corporation Law for charitable purposes. The corporation is organized exclusively for such purposes and shall satisfy the requirements of:

  1. Section 501(c) (3) of the Internal Revenue Code of the United States;
  2. Section 23702(d) of the California Revenue and Taxation Code; and
  3. Section 214 of the California Revenue and Taxation Code.

In particular, no part of the net income or assets of the corporation shall ever be used to the benefit of any director, officer, or private person; no substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; and the corporation shall not participate or intervene in any political campaign (including the publication or distribution of statements) on behalf of any candidate for public office.  The property of the corporation is irrevocably dedicated to the above stated purposes.  Upon dissolution or winding up of the corporation, its assets remaining after payment, or provisions for payment, of all debt and liabilities of this corporation, shall be distributed to a non-profit fund, foundation or corporation which is organized and operated for the specific and primary purpose set forth here in above and which has established its tax exempt status under Section 501© (3) of the Internal Revenue Code and Section 23701(d) of the Revenue and Taxation Code.  If this corporation holds any assets in trust, such assets shall be disposed of in such manner as any be directed by decree of the Superior Court of the county in which the corporation has its principal office, upon petition therefore by the Attorney General or by a person concerned in the liquidation, in proceeding to which the Attorney General is party.

ARTICLE II

Offices

Section 1.  Principle Office.

The principal office of the corporation is hereby located in Crestline, County of San Bernardino, and State of California. The exact location is 512 Pyramid Drive, Crestline, California 92325.

Section 2.  Other Offices.

The corporation may such other offices, either within or without the State of California, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

ARTICLE III

Board of Directors

Section 1.   Powers.

Subject to limitations imposed by law or the Articles of Incorporation, the affairs of the corporation shall be managed, and all corporate powers of the corporation shall be exercised, by the Board of Directors (hereinafter referred to a "the Board"). Such powers shall include, but shall not be limited to, the powers to establish the policies of the corporation, have general control of all officers and committees, and to approve all financial transactions. The Board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provide that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under ultimate direction of the Board.

Section 2.   Number of Directors.

The authorized number of directors at any time shall be an odd number not less than three (3) and not more than nine (9). The exact number of authorized directors shall be fixed, within limits specified, by act of the Board. The Board should represent a cross section of the community and if another organization is represented on the Board, that organization shall have no more than one seat.

Section 3.   Compensation.

Board members will not be compensated with the exception of reimbursement of expenses and then only with the approval of the entire Board.

Section 4.   Election and Term of Office.

Directors shall be elected by the Board at duly scheduled meetings of the Board at which a quorum is present. The term of office for each such elected director shall be one (1) year, commencing at the close of election. One-half (1/2) of the authorized number of directors, or as near thereto as numerically possible, shall be elected each year. The candidates receiving the highest number of votes will be elected.
Vacancies in the Board, whether arising by way of death or incapacity, resignation, or removal of an existing director, or by failure to elect the full authorized number of directors, or for any other cause, maybe filled by election by the Board at a duly held meeting at which either a quorum or a majority of the directors then in office are present.
Each director so elected shall hold office until the end of his or her term and until his or her successor is elected, or until he or she resigns or is removed from the Board. A director may succeed himself or herself in office.

Section 5.   Removal.

Except as otherwise provided by law, a director may be removed from office, with or without cause, only by resolution of the Board approved by two thirds (2/3) majority of the number of directors then in office, at a duly held special meeting at which a quorum is present.

Section 6.   Resignation.

Any director may resign at any time by giving written notice to the President and, if the resigning director is the only director, to the Attorney General. Any such resignation shall take effect on the date of receipt of such notice or at any permissible later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7.   Regular Meetings.

Regular meetings of the Board shall be held, without the necessity of notice, on a specific day of the month, or at such time as the President may set by giving notice thereof.

Section 8.   Special Meeting.

The President may call special meeting of the Board, for any purpose or purposes at any time with phone notice to all directors.

Section 9.   Place of Meetings.

Meetings of the Board may be held at any place designated from time to time by act of the Board. In the absence of such designation, meetings shall be held at eh principal office of the corporation.

Section 10.   Notice of Meetings.

Notice of the time and place of each meeting of the Board for which notice is or must be given shall be given to each director by one of the following methods:

  1. By personal delivery or written notice;
  2. By first class mail, postage paid;
  3. By telephone communication, either directly to the director or to a person who would reasonably be expected to communicate such notice promptly to the director, or by answering machine, fax or e-mail; or
  4. By telegram, charges prepaid.

All such notices shall be sent to the director's address or given to the director's telephone number as shown on the records of the corporation. Notices sent by first class mail shall be deposited into a United States mail box at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, fax or e-mail shall be delivered at least forty-eight (48) hours before the time set for the meeting. The notice must state the purpose of the meeting.

Section 11.   Waiver of Requirements.

The transactions of any meeting of the Board however called and noticed and wherever held, shall be as valid as though the meeting had been regularly called, noticed and held.

Section 12.   Meetings by Telephone or Chat room.

Directors may participate in and thereby telephone, chat room or similar communications equipment, so long as all directors participating in such meeting can hear one another or have access to systems such as chat rooms.

Section 13.   Quorum.

The smallest whole number which is not less than three quarters (3/4) of the authorized number of directors shall constitute a quorum of the Board.

Section 14.   Act of the Board.

Except as otherwise provided in the articles of Incorporation, these Bylaws, or the law, the following are the only valid exercises of the corporate authority vested in the Board:

  1. (Basic Rule) Every act, resolution, or decision approved by a majority of the directors present at a duly held meeting of the Board at which a quorum is present.

Section 15.   Adjourned Meetings.

A meeting duly called, noticed, and held may be adjourned to another time or place by resolution approved by a majority of directors present, whether or not a quorum is present. Notice of the time and place of holding an adjourned meeting must be given to all absent directors, unless the meeting is adjourned for less than forty-eight (48) hours.

ARTICLE IV

Officers of the Corporation

Section 1.   Officers.

The Executive Director, President, Secretary, and Treasurer are the officers of the corporation. The Board, by resolution, may establish additional officers and prescribe the duties thereof. Each of such officers shall be a director, shall be appointed by the Board, and shall perform the duties specified in these bylaws. In addition, the Board may from time to time appoint such other officers as it may deem expedient, each of who shall perform duties designated by the Board. The same person may hold any two or more offices, except that neither the Secretary nor the Treasurer may serve concurrently as the president.

The Board may authorize the execution of any contract, deed, or document by two or more officers of the corporation or other persons. The President, or such other officers or officers as the Board may select for that purpose, are each authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all voting securities of any other corporation or corporations standing in the name of this corporation. The authority granted in these bylaws to vote or to represent this corporation arising from any voting securities held by this corporation in any of the corporation or corporations may be exercised either by the officers in person or by any person authorized so to do by proxy or power of attorney duly executed by the officers.

Section 2.   Appointment and Term of Office.

Officers required to be appointed by the Board, and other officers appointed by the Board, shall be appointed at the annual meeting of the Board following the election of directors. If such a meeting is not held or if the officers are not appointed at such a meeting, such appointment may take place at a subsequent meeting of the Board called for that purpose. Officers shall serve until the next annual meeting of the Board and until their successors are appointed, or until they resign or are removed or disqualified from serving as officers.

Section 3.   Removal and Resignation.

The Board either with or without cause may remove any officer, employee or agent of the corporation. Any officer or agent of the corporation may resign at any time by giving written notice to the Board or to the President of the corporation. Any such resignation shall take effect on the date of receipt of such notice or at any time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.   Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled by the Board and each officer appointed to fill a vacancy shall serve for the unexpired term of such officer's predecessor and until such officer's successor is appointed, or until such officer resigns or is removed or ceases to be eligible to serve.

Section 5.   President of the Board of Directors.

The President of the Board shall act as the General Manager of the corporation. The President, shall, subject to the control of the Board, have general supervision, direction and control of the business and affairs of the corporation and its officers, employees and agents, including the right to employ, discharge and prescribe the duties of all officers, employees and agents of the corporation. The President is authorized t sign all contracts, notes, conveyances and other papers, documents and instruments in writing in the name of the corporation.

Section 6.   Secretary.

The Secretary shall attend all meeting of the Board, keep or cause to be kept the books and records of the corporation, including minutes of all Board meetings, and shall give, or cause to be given, notice to directors of all meetings of the Board. The Secretary shall have such other powers and shall perform such other duties as may be prescribed by the Board.

Section 7.   Treasurer.

The Treasurer shall receive and safely keep all funds of the corporation and deposit them in the bank or banks designated by the Board and shall disburse the funds of the corporation only as authorized by the President of the Board and only upon checks of the corporation signed by any two officers, or such other person or persons as the Board may specify by resolution, and who are not related by marriage or blood. The Treasurer shall keep and maintain current books and records of account of the corporation, and shall render to the President of the Corporation and to the Board, an account of all transactions by the Treasurer and of the financial condition of the corporation at each general meeting. The Treasurer shall have such other powers and perform such other duties as may be prescribed by these Bylaws and by act of the Board.

ARTICLE V

Responsibility of Management

Section 1.   General Standard of Conduct for Directors.

Except as otherwise provided by law:

  1. A director shall perform the duties of a director, including duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interest of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
  2. In performing the duties of the 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:
    1. one or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented;
    2. Counsel, independent accountants or other persons as to matters which the director believes to be within such person's professional or expert competence; or
    3. A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicative by circumstances and without knowledge that would cause such reliance to be unwarranted.

Section 2.   Self-Dealing Transactions.

  1. Except as provided in subsection (b), for the purpose of this section, a self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest. Such director is an "interested director" for the purpose of this transaction.
  2. The provision of this section do not apply to any of the following:
    1. An action of the Board fixing any expense reimbursement of a director as a director.
    2. A transaction which is part of a public or charitable program of the corporation if it: (i) is approved or authorized by the corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the public or charitable program.
    3. A transaction, of which the interested director or directors have no actual knowledge, and which does not exceed the lesser of one percent (1%) of the gross receipts of the transaction of the corporation for the preceding fiscal year or one thousand dollars ($500).
  3. The corporation shall not enter into a self-dealing transaction unless, either:
    1. The transaction is for the benefit of the corporation;
    2. The transaction is fair and reasonable to the corporation;
    3. Prior to consummation, the transaction or any part thereof, the Board authorizes or approves the transaction in good faith by a vote of a majority of the directors then in office without counting the vote of the interested director or directors, and with knowledge of the material facts concerning the transaction and the director's or directors' interest in the transaction. Except as provided in paragraph (2) of this subsection, action by a committee of the Board shall not satisfy this paragraph; and
    4. Prior to authorizing or approving the transaction, the Board consider and in good faith determine after reasonable investigation under the circumstances that the corporation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances or the corporation in fact cannot obtain a more advantageous arrangement with reasonable effort under the circumstances; and
    5. At a meeting with the Board which authorizes, approves or ratifies a contract or transaction, a quorum shall be required to act, but interested directors may be counted in determining the presence of the quorum, but must abstain from voting.

Section 3.   Interlocking Directorates.

  1. The Board shall not authorize, approve, or ratify any contract of other transactions with another domestic or foreign corporation, firm or association of which one or more directors are also directors of this corporation unless:
    1. The material facts as to the transaction as to such director's other directorship are fully disclosed or known to the Board and Board authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the common director or directors, although such common director or directors may be counted in determining whether a quorum is present; or
    2. As to contracts or transactions not approved as provided in paragraph (1) of this subsection, the contract or transactions is just and reasonable as to the corporation.
  2. This section does not apply to transactions covered by Section 2 of this article.

Section 4.   Compensation of Officers and Directors.

  1. There will be no compensation to Officers and Directors, except expense reimbursement as approved by the Board.

Section 5.   Investment Responsibilities.

  1. This section applies to all assets held by the corporation for investment. Assets, which are directly related to the corporation's public or charitable programs, are not subject to this section.
  2. Except as provided in subsection (c), in investing, purchasing, acquiring, exchanging, selling and managing the corporation's investments, the Board shall do the following:
    1. Avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the corporation's capital; and
    2. Comply with additional standards, if any, imposed by express terms of an instrument or agreement pursuant to which the assets were contributed to the corporation.
  3. No investment violates this section where it conforms to the provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to the corporation. No investment violates this section or section 1 of the Article where it conforms to provisions requiring such investment contained in an instrument or agreement pursuant to which the assets were contributed to the corporation.

Section 6.   Indemnification of Directors, Officers, Employees and other Agents

  1. (Definitions) For the purpose of this section:
    1. "agent" means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation.
    2. "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and
    3. "Expenses" includes, without limitation, all attorneys' fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent and all attorney's fees, cost and other expenses incurred in establishing a right to indemnification under this section.
  2. (Successful Defense by Agent) To the extent that an agent of this corporation has been successful on the merits in the defense of any proceeding referred to in this section, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settled any such claim or sustained a judgment against him, then the provisions of subsection (c) through (e) shall determine whether the agent is entitled to indemnification.
  3. (Actions Brought by Persons Other Than the Corporation) Subject to the required findings to be made pursuant to subsection (e) below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this corporation, or by an officer, director or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self-dealing within the meaning of Section 2 of this article, or by the Attorney General or a person granted related status by the Attorney General for any breach of a duty relating to the assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceedings.
  4. (Actions Brought by or on Behalf of the Corporation)
    1. Claims settled out of court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding.
    2. Claims and Suits Awarded Against Agent. This Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually or reasonably incurred in connection with the defense of that action, provided that both of the following are met:
      1. The determination of good faith conduct required by subsection (e), below, is made in the manner provided for therein; and
      2. Upon application, the court in which the action was brought determines that in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be entitled, the court shall determine the appropriate amount of expenses to be reimbursed.
  5. (Determination of Agent's Good Faith Conduct) The indemnification granted to an agent in subsection© and (d) above is conditioned on the following:
    1. Required Standard of conduct. The Agent seeking reimbursement must be found, in a manner provided below, to have acted in good faith, in a manner he/she believed to be in the best interest of this corporation, and (in the case of a criminal proceeding) without reasonable cause to believe his/her conduct was unlawful, and (in the case of an action brought by or on behalf of the corporation) with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contender or its equivalent shall not, create a presumption that the person did not act within these required standards.
    2. Manner of determination of Good Faith Conduct. The determination that the agent did not act in a manner complying with paragraph (1) above shall be made by:
      1. The Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding; or (ii) The court in which the proceeding is or was pending upon application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, attorney, or other person is opposed by this corporation.
  6. (Advance of Expense) Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined automatically that the agent is entitled to be indemnified as authorized in this section.
  7. (Limitations) No indemnification or advance shall be made under this section, except as provided in subsection (b) or (e) (2) (ii), in any circumstance when it appears:
    1. That the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
    2. That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
  8. (Insurance) The board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability asserted against of incurred by the agent in such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section within the meaning of section 2 of this Article.
  9. (Fiduciaries or Corporate Employee Benefit Plan) This section does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such even though that person may also be the agent of the corporation as defined in subsection (a) of this section. Nothing contained in this section shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.

ARTICLE VI

Miscellaneous

Section 1.   Books and Records.

The corporation shall keep at its principal office a minute book, containing minutes of meetings of the Board and committees, a copy of the Articles of Incorporation and all subsequent amendments thereto, certified by the Secretary of State, a copy of the Bylaws and all subsequent amendments, certified by the Secretary of the corporation, and a lost of the directors of the corporation showing their names and addresses and a correct and complete books of account.

Section 2.   Fiscal Year.

The fiscal year of the corporation shall begin on the first day of January of each year, unless changed by act of the Board.

Section 3.   Rules of Order.

Except as otherwise provided in their Bylaws, the latest edition of Robert's "Rules of Order" shall govern all proceedings of the Board of Directors and committees thereof.

Section 4.   Amendment of Articles or Bylaws.

The Articles of Incorporation or Bylaws of the corporation may be amended, repealed or added to only by resolution of the Board, approved by a majority of the directors then in office, at a duly held meeting at which a quorum is present.

Approved By:

William Boone, President

Klaus Meister, Treasurer

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