ARTICLE I Offices The principal office of the Corporation shall be located within the State of Alaska, at such place as the Board of Directors shall from time to time determine, The Board is granted full power and authority to change the principal office from one location to another. The Corporation may establish or maintain additional offices at such other places as the Board of Directors may determine. ARTICLE II Membership The Corporation shall have no members within the meaning of AS 10.20.051 as now in effect or as may hereafter be amended, Any action which otherwise would require approval by a majority of all members or approval by the members requires approval only of the Board of Directors, All rights which otherwise would vest in the members including, without limitation, the right to elect directors, shall vest in the Board, ARTICLE III Board of Directors Section 1, Power of Board" Subject to any limitations in the Articles of Incorporation or these By-Laws, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors, The Board may delegate the management of the activities of the Corporation to any person or persons, management company, or committee or committees however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Section 2, Number of Directors, The number of directors of the Corporation shall be three (3), The authorized number of directors of the Corporation may be changed by an amendment to these By-Laws which is approved by the Board. No reduction of the authorized number of directors shall have the effect of shortening the term of an incumbent director, The Executive Director shall be an ex officio member of the Board of Directors. Section 3, Election and Term of Office" Directors shall be designated by seats, Seats A, Band C, and each director shall serve for a term of three years; except that the first term for Seat A shall be one year and the first term for Seat B shall be two years, After selection of the initial Board of Directors by the incorporators the Directors shall be elected, by seat, at the annual meeting of the Board of Directors. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which he was elected and until his successor is elected and qualified. Section 4, Resignation, Any director may resign effective on written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time a successor may be elected to take office when the resignation becomes effective. Section 5. Vacancies" Any vacancy occurring in the Board of Directors, as declared by the Board, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors" A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office. A directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors for a term of office which continues only until the next election of directors, In no case may a vacancy continue for longer than six months or until the next annual meeting of the directors, whichever occurs first. Section 6, Qualification of Director. A director shall be deemed to have forfeited his office and shall be disqualified from holding the same upon missing, without Board approval, two consecutive regular meetings of the Board, Section 6" Place of Meetings" Regular or special meetings of the Board of Directors may be held either within or without the State of Alaska. Section 7, Annual Meetings, The Board of Directors shall hold an annual meeting for the purpose of electing the directors and officers, and all other business as may properly come before the Board, Annual meetings of the Board shall be held without notice at the principal office of the Corporation at such time and place as determined by resolution of the Board" Section 8, Regular Meetings, Regular meetings of the Board of Directors shall be held without notice every quarter. at the principal office of the Corporation or at such other time and place as is set by resolution of the Board. Section 9. Special Meetings, Special Meetings may be called by, or at the request of, the President or any of two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Alaska, as the place of holding any special meeting of the Board of Directors called by them. Section 10. Notice of Special Meetings. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally, or mailed to each director at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with prepaid postage. If notice is given by facsimile, such notice shall be deemed delivered when the facsimile is transmitted. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business to be transacted at, not the purpose of, any regular or special meeting of the Board of Directors. Section 11. Purpose. The business to be transacted or the purpose of a regular or special meeting need not be specified in the notice or waiver of notice of such meeting. Section 12. Participation in Meetings by Conference Telephone. Members of the Board of Directors may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to Section 10 constitutes presence in person at such meeting. Section 13. Quorum and Action of the Board. A majority of the number of directors fixed by Article III, Section 2 constitutes a quorum for the transaction of business, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors. Section 14. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action; provided, however, that the preceding provision shall not include the consent of any director who has a material financial interest in a transaction to which the Corporation is a party and who is an interested director. Such written consent or consents shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as the unanimous vote of such directors. Section 15. Executive Committees. The Board of Directors, by resolution adopted by a majority of directors, may designate two or more directors to constitute an executive committee, which, to the extent provided in the resolution, may exercise the authority of the Board of Directors in the management of the Corporation. The designation of the executive committee and the delegation of authority to it do not relieve the Board of Directors or any member of the board from responsibility imposed by law. Section 16. Meetings and Actions of Committees. Regular and special meetings and actions of the executive committee of the Board of Directors shall be governed by the provisions of Article III applicable to meetings and actions of the Board; provided however, that the Board may adopt rules for the conduct of the business of the executive committee consistent with these By-Laws, or in the absence of rules adopted by the Board, the committee may adopt such rules. Section 17. Fees and Compensation. The Corporation shall not pay any compensation to directors for services rendered to the Corporation, except that directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by the Board. Section 18. Director Conflict of Interest. A director may not participate in, including vote on, a matter before the Board in which he or she has a substantial financial interest. However, if a transaction is fair to the Corporation at the time it is authorized, approved, or ratified, the fact that a director of the Corporation directly or indirectly has a financial interest in the transaction substantial or otherwise is not grounds for invalidating the transaction. For purposes of this section, a director is "indirectly" a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director or general partner. ARTICLE IV Officers Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and other officers as the Board of Directors may determine. Two or more offices may be held by the same person, except the offices of president and secretary. Section 2, Election. The officers of the Corporation shall be elected annually by, and shall serve at the pleasure of the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service and until their respective successors are elected and qualify, Section 3. Removal and Resignation. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served, Removal shall be without prejudice to the rights, if any, of the officer under any contract of employment. Election or appointment of an officer or agent does not of itself create contract rights, Any officer may resign at any time by giving written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party, Any such resignation shall take effect at the date of the receipt of the notice or at any later time specified. Section 4. Vacancies. All vacancies in any office shall be filled promptly by the Board of Directors, either at a regular meeting or at a meeting specifically called for that purpose, Section 5. Duties of Officers, The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolutions of the Board of Directors: President
  1. The President shall preside at all meetings of the Board of Directors.
B. The President shall cause to be called regular and special meetings of directors in accordance with the requirements of the statutes and of these By-Laws.
  1. The President shall appoint, discharge and fix the compensation of all employees and agents of the Corporation other than the duly elected officers, subject to the approval of the Board of Directors,
  2. The President shall sign and execute all contracts in the name of the Corporation, and all notes, drafts or other orders for the payment of money.
  3. The President shall cause all books, reports, statements and certificates to be properly kept and filed as required by law.
  4. The President shall enforce these By-Laws and perform all the duties incident to the office and which are required by law, and, generally, shall supervise and control the business and affairs of the corporation.
Vice President In the absence or disability of the President, the Vice President shall perform all 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, The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for him respectively by the Board. Secretary The Secretary shall keep the minutes of the meetings of the Board of Directors in appropriate books,
  1. The Secretary shall attend to the giving of notice of special meetings of the Board of Directors.
  2. The Secretary shall be the custodian of the records and seal of the Corporation and shall affix the seal to corporate papers when required.
  3. The Secretary shall attend to all correspondence and present to the Board' of Directors at its meetings all official communications received by the Corporation.
  4. The Secretary shall perform all duties incident to the office of Secretary of the Corporation,
Treasurer
  1. The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit such funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.
  2. The Treasurer shall make, sign and endorse in the name of the Corporation all checks, drafts, notes, and other orders for the payment of money, and payout and dispose of such under the direction of the President or the Board of Directors.
  3. The Treasurer shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.E. The Treasurer shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required.
  4. The Treasurer shall further perform all duties incident to the office of Treasurer of the Corporation.
  5. If required by the Board of Directors, the Treasurer shall give such bond as the Board of Directors shall determine appropriate for the faithful performance of the duties of the office. Other Officers Other officers shall perform such duties and have such power as may be assigned to them by the Board of Directors.
ARTICLE V Indemnification, Insurance and Director Liability Section 1. Definitions. For the purposes of Article V: A, "Agent" means any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor; B, "Proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; C. "Expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under Article V, Sections 4 or 5{c) of these By-Laws. Section 2. Indemnification in Actions by Third Parties. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the Corporation. Indemnification shall be against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person's conduct was unlawful. Section 3, Indemnification in Actions by or in the Right of the Corporation. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Corporation, to procure a judgment in its favor because that person is or was an agent of the Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under Section 3: (a) For any claim, issue or matter which the agent has been adjudged to be liable for negligence or misconduct in the performance of corporate duties, unless the court hearing the proceeding determines upon application that the agent is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; or (b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval. Section 4. Indemnification Against Expenses. To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred. Section 5. Required Determinations. Except as provided in Article V, Section 4 of these ByLaws, any indemnification under Article V shall be made by the Corporation only if authorized in the specific case, after determining that indemnification is proper because the agent has met the applicable standard of conduct in Article V, Sections 2 or 3, by: (a) A majority vote of a quorum of disinterested directors; (b) Determination by special legal counsel appointed by the disinterested directors; or (c) The court hearing the action upon application made by the Corporation, the agent, the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the Corporation. Section 6, Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition upon receipt of an undertaking by or on behalf of the agent to repay such amount, unless it is determined ultimately that the agent is entitled to be indemnified as authorized in Article V. Section 7. Other Indemnification. No provision made by the Corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles of Incorporation, these By-Laws, a resolution of directors, an agreement or otherwise, shall be valid unless consistent with Article V. Nothing contained in Article V shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise. Section 8, Forms of Indemnification Not Permitted. No indemnification or advance shall be made under Article V, except as provided in Sections 4 or 5(c), in any circumstances where it appears: (a) That it would be inconsistent with a provision of the Articles of Incorporation, these By-Laws, 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 amount were paid, which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement, Section 9. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of Article V. ARTICLE VI Contracts, Loans, Checks and Deposits Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of the Corporation and such authority may be general, or confined to specific instances, Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors, Such authority may be general or confined to specific instances, Section 3. Loans for Directors and Officers, The Corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer; provided, however, that the Corporation may advance money to a director or officer of the Corporation or of its parent or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such director or officer, provided that in the absence of such advance, such director or officer would be entitled to be reimbursed for such expenses by the Corporation, its parent, or any subsidiary. Section 4. Checks~ Drafts or other Orders. All checks, drafts or other 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 shall from time to time be determined by resolution of the Board of Directors. Section 5. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may elect, ARTICLE VII Miscellaneous The fiscal year of the Corporation shall begin on July 1 and end on Fiscal Year. June 30 in each year, Section 1. Corporate Seal. The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, and the words, "Alaska" and "Corporate Seal." A sample is affixed hereto, [Corporate Seal] Section 2. Waiver of Notice. Whenever any notice is required to be given to any director of the Corporation under these By-Laws, or under the provisions of AS 10.20, the Alaska Nonprofit Corporations Act, 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, Section 3. Amendment of Articles of Incorporation and By-Laws. The Articles of Incorporation and By-Laws of the Corporation may be adopted, amended or repealed in whole or in part by majority vote of the directors then in office. These By-Laws shall be effective upon adoption at the Initial Organizational Meeting of the Board of Directors. The Board of Directors of Challenge Life Youth Foundation, hereby adopts the foregoing By-Laws as the By-Laws of the Corporation. Challenge Life Youth Foundation, An Alaska Nonprofit Corporation CERTIFICATE OF ADOPTION OF BY-LAWS I, Mike Hajdukovich, director of Challenge Life Youth Foundation" a corporation duly organized and existing under and by virtue of the laws of the State of Alaska, hereby certify that annexed hereto are the original By-Laws of said corporation, adopted by action of the Board of Directors on July 31,1997, Mike Hajdukovich, director SUBSCRI BED AND SWORN to before me this 31st day of July, 2005.