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Bylaws of the

MILL-A COMMUNITY ACTION COMMITTEE

MILL-A, WASHINGTON 98605

Revised and adopted April 13^th, 2004

ARTICLE 1: Purpose

To consistently contribute to the achievement of community interest as outlined in our Community Action Plan, while maximizing public input in the decision making process by ensuring and initiating effective communication to and from residents.

ARTICLE 2: Membership

Section 1. Membership requirements.

Community residents from Chenowith, Mill-A, Cooks and Willard, Washington are members of the Community Action Committee.

ARTICLE 3: Non-discrimination

Mill-A Community Action Committee is a non-profit charitable organization that does not discriminate against any individual for any reason.

ARTICLE 4: Voting

Section 1. Community Action Committee

a. Committee members will each have one vote.

b. Committee members will vote for Board of Directors. Majority wins.

c. All other issues before the general Committee will be decided by majority vote of members present.

ARTICLE 5: Board of Directors

Section 1. Composition of the Board of Directors (as selected by a majority of the committee members in attendance at the annual meeting):

a. The number of Directors shall be seven.

b. Directors shall serve without compensation, with the exception that expenses incurred in the performance of the corporation’s business can be reimbursed with documentation and approval by the board.

c. Five Directors will make a quorum

d. The term of each Director shall be one year unless terminated by death, resignation or removal.

e. Any vacancy in the Board of Directors may be filled by the affirmative vote of a majority of remaining Board members in office.

f. A director may resign at any time by giving written notice to the President.

g. A director may be removed for cause by 2/3 vote of the Board.

Section 2. Voting by the Board of Directors

a. Each Director shall have one vote.

b. Five Directors will make a quorum.

c. The Board of Directors will vote on Board Officers. Majority wins.

d. All other issues before the Board of Directors will be decided by a majority vote.

e. A Director may vote by proxy that is executed in writing by the Director, appointing another Director to vote for the absent Director.

f. Each Director shall disclose their personal interest, if any, when discussing any issue that may provide a conflict of interest.

ARTICLE 6: Officers

Section 1.

a. The officers shall be President, Vice-President, Secretary and Treasurer.

b. Officers must be on the Board of Directors.

c. The Board will elect Officers at the Annual Meeting in June.

d. Officers shall serve a term of one year. Officers may serve concurrent terms if re-elected.

Section 2. Duties of Officers:

1. President The President shall supervise all activities of the committee, execute all instruments in its behalf; preside at all meetings of the Board of Directors and of the membership of the committee; call such meeting of the membership as shall be deemed necessary; and perform such other duties usually inherent in such office.

2. Vice-President The Vice-President of the committee shall act for the President

in his absence and perform such other acts as the Board of Directors may direct.

3. Secretary The Secretary shall be responsible for making or causing to be made an accurate

record of the proceedings of all meetings of the committee and all actions of the committee.

The Secretary shall have custody of all books, papers, and records of the committee except

those which shall be in the custody of some other authorized person.

4. Treasurer The Treasurer shall be responsible to receive and be accountable for all funds belonging to the committee; to pay all obligations incurred by the committee when payment is authorized by a majority of the board members; to maintain bank accounts in depositories designated by the Board of Directors; to render periodic financial reports; to keep full and accurate accounts of all receipts and disbursements except such as shall be in the possession of some other authorized person; and to perform such other acts as the Board of Directors may direct.

Section 3. Indemnification

Every member of the board of directors or officer may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the board or officer in connection with any threatened, pending, or completed action, suit, or proceeding to which she/he may become involved by reason of her/his being or having been a member of the board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. It is provided, however, that in the event of a settlement, the indemnification herein shall apply only when the board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such member of the board or officer is entitled.

ARTICLE 7: Funding

The Community Action Committee chooses to fund identified community projects through a combination of

attracting outside grant funding, suggesting voluntary contributions, and utilizing volunteer labor and donations to the maximum extent.

ARTICLE 8: Meetings

Section 1. Time and place of meetings.

The Board of Directors will meet on the second Tuesday of each month. The place and the time of the

meeting will be the Mill-A School from7-9 pm unless otherwise noted.

Section 2. Board of Director Meetings by Conference Telephone

If authorized by the board of directors, the board of directors or any designated committee of the corporation may participate in a board or committee meeting by means of a conference telephone or similar communications equipment, provided all persons entitled to participate in the meeting received proper notice of the telephone meeting and provided all persons participating in the meeting can hear each other at the same time. A director participating in a conference telephone meeting is deemed present in person at the meeting. The chairperson of the meeting may establish reasonable rules as to conducting the meeting by phone.

Section 3. Action without a Meeting.

Any action required or permitted to be taken at a meeting of the board of directors (including amendment of these bylaws), or of any committee may be taken without a meeting if all the members of the board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the board or of the committee as the case may be.

ARTICLE 9: Fiscal year

The corporation's fiscal year shall be from February 1^st through January 31^st.

ARTICLE 10: Debts

The corporation shall not allow anyone to contract on behalf of it for indebtedness for borrowed money unless the board of directors authorizes such a contract by resolution. The corporation shall not allow anyone to issue evidence of the corporation's indebtedness unless the board of directors authorizes the issuance by resolution. The authorization may be general or specific.

ARTICLE 11: Donations

Donations or contributions to Mill-A CAC will be acknowledged with a receipt, following the appropriate Internal Revenue Service regulations concerning donations and contributions. A copy of the receipt will be provided to the treasurer as soon as possible after donation has been made. Refer to IRS Publication 1771, Charitable Contributions-Substantiation and Disclosure Requirements.

ARTICLE 12: Amendments

These articles may be altered, amended or repealed or new By-laws may be adopted by a two thirds vote of

those Directors present, at any properly constituted meeting following a circulation of the proposed changes to

the Board of Directors at least two weeks prior to the Board meeting at which the change will be voted on.

I certify and attest the above Bylaws of the Mill-A Community Action Committee are true

and correct. These Bylaws have been amended and were adopted on April 13^th, 2004.

________________________________________________________________

Secretary, Mill-A Community Action Committee Date:

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Amended Articles of Incorporation

for

Mill A Community Action Committee

Mill A, Washington 98605

The undersigned, acting as an incorporator under the Washington Nonprofit Corporation Act (RCW 24.03) hereby amends, adopts and executes the following Articles of Incorporation.

Article I

Name: The name of this corporation is Mill A Community Action Committee.

Article II

Duration: The period of duration of this corporation shall be perpetual.

Article III

Purposes: This corporation is organized exclusively for charitable and educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code. The purposes for which this corporation, a nonprofit organization, is formed are:

To implement the portions of the Community Action Plan that are specific to the Mill A Community Action Committee.

To make available a forum for community residents to express their ideas, views and opinions on regional community development, local economic growth, area emergency services and other topics.

To develop contacts and interact with other people, groups, organizations or agencies, local or otherwise, to facilitate communication and exchanges of information from and to the residents of Mill A, Willard, Chenowith and Cooks, Washington.

To engage in any other lawful activity which may hereafter be authorized from time to time by the Board of Directors; provided, however that the purposes for which this corporation is formed shall at all times be consistent with Section 501(c)(3) of the Internal Revenue Code of 1986, as it now exists or as hereafter amended (the "Code"), including within such purposes the making of distributions to organizations that qualify as exempt under Section 501(c)(3) of the Code.

Article IV

Powers: This Corporation shall have the power to do all lawful things necessary, appropriate or desirable to carry out and in furtherance of its purposes described in Article III which are consistent with the Washington Nonprofit Corporation Act and Section 501(c)(3) of the Code.

Article V

Influence Legislation: No substantial part of the activities of this corporation shall be devoted to attempting to influence legislation by propaganda or otherwise, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements with respect to) any political campaign on behalf of or in opposition to any candidate for public office.

Article VI

Registered Office: The address of the initial registered office of this corporation is available upon request. The name of its initial registered agent at such address is available on request. The written consent of such person to serve as registered agent is attached hereto.

Article VII

Board of Directors: The management of this corporation shall be vested in a volunteer Board of Directors. The number of directors, and the method of selecting directors, shall be fixed by the Bylaws of this corporation; provided, that the initial directors shall be eleven (11) in number and their names and addresses are:

Available on request. Please email mill-acac@gorge.net for more information.

The initial directors shall serve until the first organizational meeting of the Board of Directors and until successors are appointed and qualified.

Article VIII

Bylaws: The Board of Directors is authorized to make, alter, amend or repeal the Bylaws of this corporation.

Article IX

Limitations: This corporation shall have no capital stock and no part of the net earnings of this corporation shall inure in whole or in part to the benefit of, or be distributable to, any officer, director, or other individual having a personal or private interest in the activities of this corporation, or to any person or organization other than an organization which is exempt from federal income taxation under Sections 501(a) and 501(c)(3) of the Code, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in furtherance of the purposes stated in Article III.

Article X

Debt obligations and personal liability: No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation.

Article XI

Distributions upon Dissolution: Upon any dissolution of this corporation under provisions of the laws of the State of Washington for nonprofit corporations, all of its assets remaining after payment of creditors shall be distributed to one or more organizations selected by the Board of Directors which are qualified as exempt from taxation under the provisions of Sections 501(a) and 501(c)(3) of the Code, or any successor statutes, or shall be distributed to the federal, state, or local government for a public purpose and which further the purposes set forth in Article III. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes, or to such organizations as said Court shall determine, which are organized and operated exclusively for such purposes. In no event shall any of the corporation’s assets be distributed to the officers, directors or members of the corporation.

Article XII

Private Foundation: If this corporation becomes a private foundation within the meaning of Section 509 of the Code, as long as its private foundation status continues, the following provisions shall apply in the management of its affairs:

1. Each year the corporation shall distribute the income of the corporation, for the purposes specified in Article III, at such time and in amounts at least sufficient to avoid liability for the tax imposed by Section 4942 of the Code;

2. The corporation shall not engage in any act of "self-dealing" (as defined in Section 4941(d) of the Code) which would give rise to any liability for the tax imposed by Section 4941(a) of the Code;

3. The corporation shall not sell, exchange, distribute, or otherwise dispose of any "excess business holdings" (as defined in Section 4945(c) of the Code) which would give rise to any liability for the tax imposed by Section 4943(a) of the Code;

4. The corporation shall not make any investments which would jeopardize the carrying out of any of its exempt purposes (within the meaning of Section 4944 of the Code) and which would, therefore, give rise to any liability for the tax imposed by Section 4945(a) of the Code.

5. The corporation shall not make any "taxable expenditures" (as defined in Section 4945(d) of the Code) which would give rise to any liability for the tax imposed by Section 4945(a) of the Code.

Article XIII

Amendments: This corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation by the affirmative vote of a majority of the directors present at a meeting of the Board of Directors.

Article XIV

Members: The Corporation shall have voting members, and such membership, if any, and classes thereof, shall be as defined in the corporation's Bylaws. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation's By-laws. No member or Director shall have any right, title, or interest in or to any property of the corporation.

Article XV

Incorporator: The name and address of the incorporator is:

xxx

_____________________________________________________

xxx

Incorporator

CONSENT TO APPOINTMENT OF REGISTERED AGENT

I, xxx, hereby consent to serve as registered agent, in the State of Washington, for the Mill A Community Action Committee. I understand that as agent for the corporation, it will be my responsibility to accept service of process in the name of the corporation; to forward all mail and license renewals to the appropriate officer of the corporation; and to immediately notify the Office of the Secretary of State of my resignation or of any changes in the address of the registered office of the corporation for which I am agent.

DATED: May 14th, 2004

______________________________

xxx

Registered Agent

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