Articles

EDUIT, Inc was founded in 2001 as an Education IT provider and recieved it 501(c)3 Federal Tax Exempt Status in 2002.

=ARTICLES OF INCORPORATION OF EDUIT, INC.= A WASHINGTON D.C. NONPROFIT CORPORATION

TO: The Superintendent of Corporations Department of Consumer and Regulatory Affairs Business Regulation Administration Corporations Division 941North Capitol Street, N.E Washington, D.C. 20002

We, the undersigned natural persons of the age of twenty-one years or more, acting as Incorporators of a corporation under the NON-PROFIT CORPORATION ACT (D.C. Code, 1981 edition, Title 29, Chapter 5), adopt the following Articles of Incorporation:

FIRST: The name of the corporation is EDUIT, Inc.

SECOND: The duration of this corporation shall be perpetual, commencing with the filing of these Articles with the district of Washington DC. In the event of dissolution, the residual assets of the Corporation will be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 or corresponding sections of any prior or future Internal Revenue Code, or to the federal, state or local government for exclusively public purposes.

THIRD: The corporation is organized exclusively for, and shall be operated exclusively for educational, technology, and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Code. The mission of the corporation is to assist individuals and organizations with IT workforce development by underwriting regional and national computer training, technology assistance, IT education, and certification initiatives for qualified individuals. The corporation may undertake any action necessary to further the foregoing purpose.

FOURTH: The corporation shall have members.

4.1. The corporation shall have two classes of members, voting and nonvoting.

4.2. Each member of the Board of Trustees shall be designated as a voting member of the corporation. All other members shall be nonvoting members. Any person, firm or corporation residing or doing business in the District of Columbia, paying dues and fees as provided in the bylaws, and agreeing to be bound by the articles and the bylaws, and by such rules and regulations as the Board of Trustees may from time to time adopt, are eligible for membership in the corporation. The Board of Trustees shall from time to time prescribe the form and manner in which application may be made for membership.

4.3. Any member may be removed with or without cause by the vote of at least 75% of the Board of Trustees.

FIFTH: The management, affairs, business, and concerns of the corporation shall be conducted in accordance with its bylaws. The Bylaws may provide, with respect to the trustees, for their qualifications; for their number; for the place, time, method and manner of their nomination and election or alternates; for their term of office; for filling of vacancies; for their meetings; and, generally, for their rights, powers, duties, privileges, and restrictions.

SIXTH: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by the Internal Revenue Code), and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

SEVENTH: The corporation is not organized for pecuniary profit, shall not have the authority to issue capital stock, and shall not have the authority to pay any dividends. The corporation shall be operated on a nonprofit basis in furtherance of its corporate purposes, and any surplus shall be used to further such purposes.

EIGHTH: The address, including street and number, of the initial registered office of the corporation is 1325 Corcoran Street, Suite B, District of Columbia, 20009 and the name of the initial registered agent at such address is Michael Rosinbum, a resident of the District of Columbia.

NINTH: The number of trustees constituting the initial Board of Trustees is three (3), and the names and addresses, including street and number and zip code of the persons who are to serve as trustees until the first annual meeting or until their successors are elected and shall qualify are:

Michael James Trout 2-91-8 Nittazuka, Fukui Shi, Fukui Ken, Japan 910-0067

Mark H. Tidman 3200 38th Street NW Washington, DC 20016

Michael Rosinbum 1425 Clifton Street NW Washington, District of Columbia, 20009

The terms of the initial trustees shall be until their successors are chosen in the manner provided by the Bylaws of the corporation.

TENTH: Upon the dissolution of this organization, assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to an organization exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code; otherwise, all assets shall be distributed exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, which are similar to the corporation's purposes, in such manner and to such entities as the Board of Trustees shall determine.

ELEVENTH: The name and address, including street and number and zip code, of each incorporator are:

Michael J. Trout 2-91-8 Nittazuka, Fukui Shi, Fukui Ken, Japan 910-0067

Mark H. Tidman 3200 38th Street NW Washington, DC 20016

Michael Rosinbum 1425 Clifton Street NW Washington, District of Columbia, 20009

TWELVETH: Indemnification of Trustees and Officers shall be as follows:

12.1 The corporation hereby indemnifies and agrees to hold harmless from claim, liability, loss or judgment any trustee or officer made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action, suit or proceeding by or on behalf of the corporation to procure a judgment in its favor), brought to impose a liability or penalty on such person for an act alleged to have been committed by such person in his capacity as trustee, officer, employee or agent of the corporation or any other corporation, partnership, joint venture, trust or other enterprise in which he served at the request of the corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and reasonably incurred as a result of such action, suit or proceeding or any appeal thereof, if such person acted in good faith in the reasonable belief that such action was in, or not opposed to, the best interests of the corporation, and in criminal actions or proceedings, without reasonable ground for belief that such action was unlawful. The termination of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not create a presumption that any such trustee or officer did not act in good faith in the reasonable belief that such action was in, or not opposed to, the best interests of the corporation. Such person shall not be entitled to indemnification in relation to matters as to which such person has been adjudged to have been guilty of gross negligence or willful misconduct in the performance of his duties to the Corporation.

12.2 Any indemnification under paragraph (12.1) shall be made by the corporation only as authorized in the specific case upon a determination that amounts for which a trustee or officer seeks indemnification were properly incurred and that such trustee or officer acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had no reasonable ground for belief that such action was unlawful. Such determination shall be made either (1) by the Board of Trustees by a majority vote of a quorum consisting of trustees who were not parties to such action, suit or proceeding, or (2) by a majority vote of a quorum consisting of members who were not parties to such action, suit or proceeding.

12.3 The corporation shall be entitled to assume the defense of any person seeking indemnification pursuant to the provisions of paragraph (12.1) above upon a preliminary determination by the Board of Trustees that such person has met the applicable standards of conduct set forth in paragraph (12.1) above, and upon receipt of an undertaking by such person to repay all amounts expended by the corporation in such defense, unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation as authorized in this article. If the Corporation elects to assume the defense, such defense shall be conducted by counsel chosen by it and not objected to in writing for valid reasons by such person. In the event that the corporation elects to assume the defense of any such person and retains such counsel, such person shall bear the fees and expenses of any additional counsel retained by him, unless there are conflicting interests between or among such person and other parties represented in the same action, suit or proceeding by the counsel retained by the corporation, that are, for valid reasons, objected to in writing by such person, in which case the reasonable expenses of such additional representation shall be within the scope of the indemnification intended if such person is ultimately determined to be entitled thereto as authorized in this article.

12.4 The foregoing rights of indemnification shall not be deemed to limit in any way the power of the Corporation to indemnify under any applicable law.

12.5 The indemnification contained in this Article twelve shall not constitute a waiver of the protection of the laws of the District of Columbia, or any other provision of law exonerating officers or trustees of District of Columbia not for profit corporations from liability.

THIRTEEN: Management of corporate affairs shall be as follows:

13.1 Board of Trustees: The power of this corporation shall be exercised, its properties controlled, and its affairs conducted by a Board of Trustees. The number of trustees of the corporation shall be three (3), provided, however, that such number may be changed by the addition of trustees by the vote of 75% of the Board of Trustees. The Board of Trustees shall consist of such persons as may be chosen from time to time by a majority of the voting members. Each trustee shall serve until his successor is named by the Board of Trustees.

13.2 Corporate Officers: The Board of Trustees shall elect such officers as the bylaws of this corporation may authorize the trustees to elect from time to time. Such officers shall be initially elected at the organizational meeting of the Board of Trustees.

13.3 The undersigned, being the incorporators of this corporation, for the purpose of forming this nonprofit corporation under the Laws of the District of Columbia have executed these articles of incorporation on December __, 2001.

Michael J. Trout

Mark H. Tidman

Michael Rosinbum

NOTARIZATION OF SIGNATURES

I, __________________________________,a Notary Public, hereby certify that on the __________ day of __________, 2001. MICHAEL JAMES TROUT appeared before me and signed the foregoing document as incorporator, and has averred that the statements therein contained are true

(NOTARY SEAL)	__________________ Printed Name

I, __________________________________,a Notary Public, hereby certify that on the __________ day of__________, 2001. MARK H. TIDMAN appeared before me and signed the foregoing document as incorporator, and has averred that the statements therein contained are true

(NOTARY SEAL)	__________________ Printed Name

I, __________________________________,a Notary Public, hereby certify that on the __________ day of__________, 2001. MICHAEL ROSINBUM appeared before me and signed the foregoing document as incorporator, and has averred that the statements therein contained are true

(NOTARY SEAL)	__________________ Printed Name

WRITTEN CONSENT TO ACT AS REGISTERED AGENT

TO: The Superintendent of Corporations Department of Consumer and Regulatory Affairs Business regulation administration Corporations division 941-North capitol street, N.E Washington, D.C. 20002

A) BY A DISTRICT OF COLUMBIA RESIDENT

PURSUANT TO D.C. CODE TITLE 29, and TITLE 41 I, Mark H. Tidman A Bona fide Resident of the District of Columbia Herein Consent to Act as a Registered Agent For:

Eduit, Inc. Name of Business

SIGNATURE OF REGISTERED AGENT

DATE:

BY-LAWS
EDUIT, INC.

A DISTRICT OF COLUMBIA NONPROFIT CORPORATION

ARTICLE I.
Offices

1.1 Principal Offices. The principal office of this corporation in the District of Columbia shall be located in a location in the District of Columbia chosen by the Board of Trustees.

1.2 Other Offices. The corporation may have such other offices, either within or without the District of Columbia, as the Board of Trustees may from time to time determine.

ARTICLE II.
Membership

2.1 Classes of Membership. The corporation shall have two classes of members, voting and non voting. Each voting member shall be entitled to one vote on all matters on which members are entitled to vote. Non-voting members shall not be entitled to vote on any matter.

2.2 Qualifications 2.2.1 Voting Members. Each member of the Board of Trustees shall be designated as a voting member of the Corporation. 2.2.2 Non Voting Members. Any person, firm or corporation residing or doing business in the United States of America shall be eligible for membership as a non voting member.

2.3 Admission to Non-Voting Membership. The Board of Trustees shall from time to time prescribe the form and manner in which application may be made for non-voting member-ship. Admission of all applicants for non-voting membership shall be effective upon compliance with the conditions of membership.

2.4 Property Rights. No member (voting or non-voting) shall have any right, title, or interest in any of the property or assets, including any earnings or investment income of this corporation.

2.5 Liability of Members. No member (voting or non-voting) of this corporation shall be personally liable for any of its debts, liabilities or obligations.

2.6 Transfer, Termination and Reinstatement. Non-voting membership in this corporation is nontransferable. Non-voting membership shall terminate on the resignation or termination of a member's existence, or on the member's failure to pay the dues or other fees required herein as set forth in Article III, Section Three. In addition, non-voting members may be removed from membership by the president or the Board of Trustees for cause by two-thirds vote after notice and opportunity to be heard on the issue of the complaint. Members whose membership have been terminated may apply for reinstatement in the same manner as application is made for initial membership. Resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.

ARTICLE III.
Membership Dues

3.1 Annual Dues: The Board of Trustees may determine from time to time the amount of initiation fee, if any, and the amount of annual dues payable to the corporation by members.

3.2 Payment of Dues: Annual dues shall be payable on the first day of October in each fiscal year, except that dues of new members shall be payable on the first day of the month in which such new member is elected to membership.

3.3 Default and Termination of Membership: When any member shall be in default in the payment of dues for a period of thirty (30) days from the time dues become payable such member's membership in the corporation shall be terminated. Such membership shall be automatically reinstated upon payment of dues.

ARTICLE IV.
Trustees

4.1 Number of Trustees: The authorized number of trustees of this corporation may be increased or decreased from time to time by resolution of the Board of Trustees; provided, that the number shall never be less than three.

4.2 Election of Trustees: Trustees shall be elected by majority vote of the voting members.

4.3 Term of Office. The trustees presently constituting the Board of Trustees will hold office until the first meeting of the trustees called pursuant to these Bylaws. Trustees will serve for terms set by the Board of Trustees. Terms shall be staggered in such a manner that the terms of an approximately equal number of Trustees expire each year. Each trustee will hold office for the term for which elected and until a successor has been selected and qualified.

4.4 Powers: Except as otherwise provided in the articles of incorporation, or by laws, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by the Board of Trustees which may, however, delegate the performance of any duties or the exercise of any powers to such officers and agents, including a committee of less than all the trustees, as the board may from time to time designate in accordance with Article VI, Section One.

4.5 Replacement of Trustees: Whenever a vacancy exists on the Board of Trustees whether by death, resignation, or otherwise, the vacancy shall be filled by majority vote of the remaining trustees or, in the absence of such action, by the appointment by the president. The new trustee selected to fill the vacancy will serve for the unexpired term of the predecessor in office.

4.6 Compensation: The Trustees shall serve without compensation for services rendered to the corporation. The Board of Trustees may determine that Trustees shall be entitled to receive reimbursement for expenses incurred in connection with rendering services to the Corporation.

4.7 Meetings:

4.7.1 Meetings of the Board of Trustees shall be held at such place or places as the Board of Trustees may from time to time designate.

4.7.2 Notice of such meetings shall be signed by the secretary and mailed or emailed to each trustee at the address last recorded on the books of the corporation, not less than five, nor more than twenty days prior to the date thereof; provided, however, that this requirement may be waived by the Board of Trustees.

4.7.3 The president may, as he deems necessary and appropriate, and the secretary shall if so requested in writing by three members of the Board of Trustees call a special meeting of the board. In such event, three days written notice to each trustee shall be deemed sufficient.

4.7.4 A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the board; provided, however, that if less than a majority of the Trustees are present at any meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.

4.7.5 Except as may otherwise be provided in these bylaws, or in the articles of incorporation of this corporation, or by law, the act of a majority of trustees present at any meeting called in accordance with these bylaws at which a quorum is present shall be the act of the Board of Trustees.

4.7.6 All meetings of the Board of Trustees shall be governed by Robert's Rules of Order, including such revisions thereof as may from time to time be published, except insofar as such rules are inconsistent with these bylaws, with the articles of incorporation of this corporation, or with applicable law.

4.7.7 Members of the Board of Trustees may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. In addition, any action taken by a mail ballot of the member of the Board of Trustees in which at least a majority of such Trustees, in writing, indicate themselves in agreement, shall constitute a valid action of the board if reported at the next regular meeting of such board.

4.8 Action Without Meeting. No meeting need be held by the board to take any action required or permitted to be taken by law, provided a majority of the members of the board (or such greater percentage as may be required hereunder or under the Articles of Incorporation) shall individually or collectively consent in writing to such action, and such written consent or consents is filed with the minutes of the proceedings of the board. Action by written consent shall have the same force and effect as action by unanimous vote of the Trustees. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Trustees without a meeting, and that the bylaws authorize the Trustees to so act. Such a statement shall be prima facie evidence of such authority.

4.9 Liability of Trustees.

4.9.1 The Trustees of this corporation shall not be personally liable for its debts, liabilities, or other obligations.

4.9.2 The Corporation hereby indemnifies and agrees to hold harmless from claim, liability, loss or judgment any trustee or officer made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether amounts paid in settlement and reasonable expenses, including attorneys' fees actually and reasonably incurred as a result of such action, suit or proceeding or any appeal thereof, if such person acted in good faith in the reasonable belief that such action was in, or not opposed to, the best interests of the Corporation, and in criminal actions or proceedings, without reasonable ground for belief that such action was unlawful. The termination of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not create a presumption that any such trustee or officer did not act in good faith in the reasonable belief that such action was in, or not opposed to, the best interests of the corporation. Such person shall not be entitled to indemnification in relation to matters as to which such person has been adjudged to have been guilty of gross negligence or willful misconduct in the performance of his duties to the corporation.

4.9.3 Any indemnification under subparagraph (4.9.2) shall be made by the corporation only as authorized in the specific case upon a determination that amounts for which a trustee or officer seeks indemnification were properly incurred and that such trustee or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had no reasonable ground for belief that such action was unlawful. Such determination shall be made either (1) by the Board of Trustees by a majority vote of a quorum consisting of trustees who were not parties to such action, suit or proceeding, or (2) by a majority vote of a quorum consisting of members who were not parties to such action, suit or proceeding.

4.9.4 The corporation shall be entitled to assume the defense of any person seeking indemnification pursuant to the provisions of subparagraph (4.9.2) above upon a preliminary determination by the Board of Trustees that such person has met the applicable standards of conduct set forth in subparagraph (4.9.2)above, and upon receipt of an undertaking by such person to repay all amounts expended by the corporation in such defense, unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation as authorized in this article. If the corporation elects to assume the defense, such defense shall be conducted by counsel chosen by it and not objected to in writing for valid reasons by such person. In the event that the corporation elects to assume the defense of any such person and retains such counsel, such person shall bear the fees and expenses of any additional counsel retained by him, unless there are conflicting interests between or among such person and other parties represented in the same action, suit or proceeding by the counsel retained by the corporation, and representation by counsel retained by the corporation is objected to in writing by such person, in which case the reasonable expenses of such additional representation shall be within the scope of the indemnification intended if such person is ultimately determined to be entitled thereto as authorized in this article.

4.9.5 The foregoing rights of indemnification shall not be deemed to limit in any way the power of the corporation to indemnify under any applicable law.

ARTICLE V.
Officers

5.1 Designation of Officers: The officers of the corporation shall be a president, any number of vice presidents determined by the Board of Trustees a secretary, a treasurer and such other officers as may be elected in accordance with the provisions of this article. The president or Board of Trustees may elect or appoint such other officers, including one or more assistant secretaries, and one or more assistant treasurers, as he or she shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the president. Any two or more offices may be held by the same person.

5.2 Election and Term of Office: The officers of this corporation shall be elected annually by the Board of Trustees at the regular annual meeting. New offices may be created and filled at any meeting of the board. Each officer shall hold office until his successor shall have been duly elected and shall have been qualified.

5.3 Removal. Any officer elected or appointed by the president or Board of Trustees may be removed by the president whenever in its judgment the interests of the corporation would be thereby best served.

5.3.1 Removal by the board of trustee requires a three-quarter vote by the full Board of Trustee membership.

5.4 Vacancies: A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise, may be filled by the president or Board of Trustees for the unexpired portion of the term.

5.5 President: The president shall be the chief executive officer of the corporation, and shall exercise general supervision and control over all activities of the corporation. He shall preside at all meetings of members and of trustees. He may sign, with the secretary or other officer duly authorized by the Board of Trustees any deeds, mortgages, bonds, contracts, or other instruments the execution of which has been authorized by the Board of Trustees by these bylaws, or by law to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Trustees.

5.6 Vice President: In the absence of the president or in the event of his inability or refusal to act, the vice president, if one has been elected by the Board of Trustees shall perform the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president. Any vice president shall perform such additional duties as may from time to time be assigned to him by the president or by the Board of Trustees.

5.7 Treasurer: If so required by the Board of Trustees the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Trustees may deem appropriate. The treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected by the Board of Trustees and in general perform all duties incident to the office of treasurer and such other duties as may from time to time be assigned to him by the president or by the Board of Trustees.

5.8 Secretary: The secretary shall keep the minutes of meetings of members and of the Board of Trustees in one or more books provided for that purpose; see that all notices are duly given in accordance with these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; keep a membership book containing the names and addresses of all members and trustees of the corporation, and with respect to any membership which has been terminated, record that fact together with the date of termination; exhibit to any trustee of the corporation, or to his agent, or to any person or agency authorized by law to inspect them, at all reasonable times and on demand, these bylaws, the articles of incorporation, the membership book, the minutes of any meeting, and the other records of the corporation; and in general shall perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him by the president or by the Board of Trustees.

5.9 Other Officers: Any other officer as may be elected by the president or Board of Trustees shall perform such duties as may be assigned to them by the Board of Trustees the president, the treasurer, or the secretary of the corporation. If so required by the Board of Trustees the assistant treasurers, if such are elected, shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Trustees may deem appropriate.

ARTICLE VI.
Committees

6.1 Executive Committees: The Board of Trustees or the president may establish one or more committees, each of which shall consist of two or more trustees, which committees shall have and exercise the authority in the management of the corporation granted by the Board of Trustees; provided, however, that the designation of such committees and delegations of authority thereto shall not operate to relieve the Board of Trustees or any trustee individually, of any responsibility imposed on it or him by these bylaws, or by law.

6.2 Advisory Committees: The Board of Trustees or the president may establish one or more advisory committees, each of which shall consist of such persons willing to serve on such committees. The purpose of the advisory committee(s) will be to create a resource of expert people who may be called on by the board or the president from time to time to consult as to activities of the corporation. No person shall be entitled to compensation for serving on such committees.

6.3 Terms of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Trustees of the corporation and until his successor is appointed, unless such committee shall be sooner abolished, or unless such member be removed or cease to qualify as a member thereof, or unless the Board of Trustees in its discretion shall revise committee membership by an appropriate vote.

6.4 Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members of the committee.

6.5 Vacancies. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member so elected shall be elected for the unexpired term of his predecessor.

6.6 Quorum. Unless otherwise provided by the Board of Trustees a majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be an act of the committee.

6.7 Rules. Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may deem appropriate; provided, however, that such rules and regulations shall be consistent with these bylaws and provided further that regular minutes of all proceedings shall be kept.

ARTICLE VII.
Contracts, Checks, Deposits, and Funds

7.1 Contracts. The Board of Trustees or the president may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general, or confined to specific instances.

7.2 Gifts and Contributions. The Board of Trustees may accept on behalf of the corporation any contribution, gift, bequest, or devise of any property whatsoever, for the general and special purposes of the corporation.

7.3 Deposits. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Trustees may select.

7.4 Checks, Drafts, Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as the Board of Trustees or the president determine.

ARTICLE VIII.
Miscellaneous

8.1 Books and Records. The corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members, Board of Trustees and committees, and shall keep at the registered or principal office a membership book giving the names and addresses of members entitled to vote. All books and records of the corporation may be inspected by any trustee, or member, or the agent or attorney of either, or any proper person, at any reasonable time.

8.2 Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

8.3 Corporate Seal. The Board of Trustees shall provide a corporate seal described as follows: (to be determined)

8.4 Waiver of Notice. Whenever any notice is required to be given under the provisions of the corporations Not for Profit Law of the District of Columbia or under the provisions of the articles of incorporation or the bylaws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX.
Amendments

9.1 Subject to the limitations of the articles of incorporation, these bylaws, and the Corporations Not for Profit Law of the District of Columbia, concerning corporate action that must be authorized or approved by the members of the corporation, the bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted, by a resolution adopted by the vote of at least 75% of the Board of Trustees.