BYLAWS

Section 1. Name.

The name of the corporation (hereinafter called the "Corporation") shall be Friends of Kern, Inc.

Section 2. Principal Office.

The principal office of the Corporation shall initially be located as set forth in the Articles of Incorporation. The Directors may change the location of the principal office effective upon sending written notification to the Ohio State Attorney General's office.

Section 3. Other Offices.

The Corporation may have offices at such other places as the Board of Directors may from time to time determine.

Section 1. Classes of Members.

The Corporation shall initially have three (3) classes of membership as follows:

• Voting - An individual completing a membership application and making a donation to the Corporation which meets or exceeds the annual donation requirement as set forth by the Board of Directors to qualify as a Voting Member. Categories of membership based on donation amounts shall be determined from time to time by the Board of Directors.

• Affiliate - An individual completing a membership application without making a donation to the Corporation.

• Guest - An individual added at the discretion of the Board of Directors or Executive Director, to be included only in e-mail communications of the Corporation.

Section 2. Qualifications.

Any individual who is sixteen (16) years of age or older is eligible for membership, subject to such limitations as may be imposed without regard to sex, race, color, creed, or national origin.

Section 3. Admission of Members.

Voting Members shall be admitted to membership upon completion of a membership application, which must include a valid e-mail address and/or valid mailing address, and receipt of the minimum annual donation requirement as set forth by the Board of Directors to qualify as a Voting Member. An individual who submits an application prior to submission of the minimum annual donation requirement shall be treated as an Affiliate Member until the donation is received.

Affiliate Members shall be admitted to membership upon completion of a membership application, which must include a valid e-mail address.

Guest Members shall be admitted to membership at the time the decision is made by the Board of Directors or Executive Director that they be added, and a valid e-mail address had been entered into the membership database.

Section 4. Tenure.

Each Affiliate and Voting Member shall be considered a member for the period of time from the record date of membership admission to the end of the month of the following year, or until that member sooner dies, resigns, is removed or becomes disqualified.

Each Guest member shall be considered a member for as long as a valid e-mail address remains on file, or until that member sooner dies, resigns, is removed or becomes disqualified.

Section 1. Annual Meeting.

An Annual Meeting of the Members shall be held each year on such a day and such a time and such a place as shall appear in the Notice of the Annual Meeting, for the purpose of electing Board Members and for the transaction of such other business as may come before the meeting.

Section 2. Special Meetings.

Special Meetings of the Members may be called by a majority vote of the Board of Directors or by petition of not less than one-tenth (1/10) of the Voting Members.

Section 3. Notice of Meetings.

Written or printed notice stating the place, day and hour of any meeting of Members shall be communicated to each Member entitled to vote at such meeting, not less than 10 nor more than 50 days before the date of such meetings, by or at the direction of the Chairman, Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statutes or by the Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.

Voting Members shall receive notification either personally or by mail. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears in the records of the Corporation, with postage thereon prepaid.

All Members who have valid e-mail addresses on file shall receive notification by e-mail.

Section 4. Quorum.

Provided notice is mailed to Members as set forth above, those Voting Members actually in attendance at any Annual Meeting of members or any Special Meeting of Members shall constitute a quorum for the transaction of business at such meetings.

Section 1. Powers.

Subject to limitations of the Articles of Incorporation and these Bylaws, 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 (hereinafter called the "Board"). The Board may delegate the management of the activities of the Corporation to any person or persons, a management company, 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.

Effective at the time of the first Annual Meeting of the Members, the authorized number of Directors shall be not less than seven (7) and not more than nine (9).

Section 3. Qualifications and Composition.

All Directors shall be Voting Members of the Corporation.

Effective at the time of the first Annual Meeting of the Members, three (3) Directors shall be appointed to the Board as follows:

• (1) YMCA Camp Kern Professional Staff Member
• (2) YMCA Camp Kern Board Members

The remaining four (4) to six (6) Directors shall be elected by the Voting Members of the Corporation.

Section 4. Tenure.

At the first Board Meeting after the first Annual Meeting of the Members, the Directors shall designate approximately one third of the elected Directors to serve one year, another third of the elected Directors to serve two years, and the remaining elected Directors to serve three years. All Directors elected at subsequent Annual Meetings of the Members shall serve terms of three years.

An elected Director may serve two (2) consecutive terms. After serving two (2) consecutive terms, a person must be off the Board of Directors for at least one year before becoming eligible once again for election to the Board of Directors.

The length of term of the appointed YMCA Camp Kern Professional Staff Member is at the discretion of the YMCA Camp Kern Executive Director, limited only by his/her tenure as a YMCA Camp Kern Professional Staff Member.

The length of terms of the appointed YMCA Camp Kern Board Members are at the discretion of the YMCA Camp Kern Board Chair, limited only by their tenures as YMCA Camp Kern Board Members.

Section 5. Suspension or Removal.

An elected Director may be suspended or removed (a) with or without cause by vote of four-fifths (4/5) of the Voting Members or (b) with cause by vote of four-fifths (4/5) of the Directors. An elected Director may be removed with cause only after reasonable notice and opportunity to be heard.

Section 6. Resignation.

A Director may resign by delivering his written resignation to the Board Chair. Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states.

Section 7. Vacancies.

A vacancy of the appointed YMCA Camp Kern Professional Staff shall be appointed by the YMCA Camp Kern Executive Director, or, if the vacancy is the YMCA Camp Kern Executive Director, the position shall be appointed by the YMCA Camp Kern Acting Executive Director.

A vacancy of an appointed YMCA Camp Kern Board Member shall be appointed by the YMCA Camp Kern Board Chair. If the vacancy is the YMCA Camp Kern Board Chair, the position shall be appointed by the YMCA Camp Kern Board Acting Chair.

A vacancy of an elected Director shall be filled by a majority of the remaining elected Directors, but not less than three, at any regular meeting or special meeting of the Board.

Section 8. Committees.

The Directors may elect or appoint one or more committees and may delegate to any such committee or committees and or all of their powers. Any committee to which any powers of the Directors are delegated shall consist solely of Directors or Voting Members. Unless the Directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these Bylaws for the Directors. The voting members of any committee shall remain in office at the pleasure of the Directors.

Section 9. Chairman of the Board.

There shall be a Chairman and Vice-Chairman of the Board of Directors elected by the Directors from their number at the Annual Meeting of the Board of Directors. The Chairman, or in his absence the Vice-Chairman, shall preside at all meetings of the Board of Directors and shall perform such other duties as may be directed by the Board of Directors. The Chairman and Vice-Chairman shall be Officers of the Corporation. The Chairman and Vice-Chairman shall be Elected Directors and not Appointed Directors.

Section 1. Annual Meeting.

An Annual Meeting of the Board of Directors shall be held each year for the purpose of electing officers of the Corporation and for transacting any other business properly brought before the Board of Directors. The Annual Meeting shall take place immediately following the adjournment of the Annual Meeting of the Members. If the Annual Meeting of the Board of Directors shall not be held on the date of the Annual Meeting of the members, a substitute Annual Meeting of the Board of Directors shall be called by or at the request of either the Chairman, the Vice-Chairman or any two (2) Directors and such meeting shall be designated and treated for all purposes as the Annual Meeting of the Board of Directors.

Section 2. Special Meetings.

Special Meetings of the Board of Directors may be called by or at the request of the Chairman, Vice-Chairman, or any two (2) Directors.

Section 3. Notice of Meetings.

The Secretary, the Chairman, or such other person as may be designated by the Chairman of the Board, shall give notice of each Annual Meeting of Directors and each Special Meeting of Directors by mailing such notice to each Director at least ten (10) days before the meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a meeting of the Board of Directors. Attendance by a Director at a meeting shall constitute a waiver of notice, except where a Director attends for the express purpose of objecting to the transaction of any business because the notice of the meeting was not submitted in conformity with these Bylaws.

Section 4. Quorum.

A majority of the number of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5. Manner of Acting.

Except as otherwise provided in these Bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6. Action Without Meeting.

Action taken by a majority of the Directors with a meeting is nevertheless Board action if written consent to the action in question is signed by a majority of Directors and filed with the minutes of the Board, whether done before or after the action is taken.

Section 7. Meeting by Conference Telephone.

Any one or more Directors or members of a committee may participate in a meeting of the Board of committee by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed presence in person at such meeting.

Section 1. Officer Positions.

The Officers of the Corporation shall be a Chairman, Vice-Chairman, Secretary, and Treasurer. The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of Chairman and Secretary.

Section 2. Election.

The Chairman, Vice-Chairman, Secretary and Treasurer shall be elected bi-annually by the Directors. Other officers, if any, may be elected by the Directors at any time. The Chairman and Vice-Chairman shall be Elected Directors and not Appointed Directors.

Section 2. Tenure.

The Chairman, Vice-Chairman, Secretary and Treasurer shall each hold office for a term of two years or in each case until he or she dies, resigns, or is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the Directors.

Section 3. Chairman.

The Chairman shall preside at all meetings of the Corporation and of the Board of Directors; appoint committees; with either the Secretary or Treasurer sign all written contracts, agreements of sale, notes, mortgages or other legal documents necessary to carry out the purposes of the corporation,; and perform such other duties as the Directors assign to him.

Section 4. Vice-Chairman.

In the absence of the Chairman, the Vice-Chairman shall perform the duties of the Chairman. In the absence of the Chairman and Vice-Chairman, a meeting may elect its presiding officer. The Vice-Chairman shall act as parliamentarian for the Board.

Section 5. Secretary.

The Secretary shall give notice of all meetings of the Corporation and Directors, and shall keep minutes of such meetings. He shall mail a copy of the minutes of all meetings to members of the Board of Directors. He shall keep all records of the Corporation, except those entrusted to other officers. He shall conduct the correspondence and be the keeper of the Corporate seal and shall report to the Board of Directors the names of all Directors elected and all resignations. He shall have ballots prepared for the annual election meeting, and at the conclusion of the annual election meeting he shall notify those elected. He shall perform all other duties usually pertaining to this office.

Section 6. Treasurer.

The Treasurer shall collect all the fees, dues, assessments, or other monies belonging to the Corporation, and shall supervise the accounting of the Corporation's financial records and report thereon at the regular meetings of the Directors and of the Members and at such other times required by the Board of Directors. His accounts shall be audited periodically in such manner as provided by the Board of Directors. He shall pay all bills approved by the proper officers or chairmen of the committees contracting the same.

Section 7. Suspension or Removal.

An Officer may be suspended or removed with or without cause by vote of four-fifths (4/5) of the Directors then in office at any regular meeting or at any special meeting called for such purpose.

Section 8. Resignation.

An Officer may resign by delivering his written resignation to the Chairman or Secretary of the Corporation. Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states.

Section 9. Vacancies.

If the office of any Officer becomes vacant, the Directors shall appoint a successor. Each such successor shall hold office for the remainder of the unexpired term, or in each case until he sooner dies, resigns, is removed or becomes disqualified.

Section 1. General Policy.

It shall be the policy of the Corporation to indemnify, to the maximum extent permitted by the Statutes of the State of Ohio, the Directors and Officers and former Directors and former Officers of the Corporation as well as persons who serve or have served at the request of the Corporation in any other capacity, against all judgments, penalties, settlements and other liabilities incurred by them in connection with any pending, threatened or completed action, suit or proceeding, whether civil, criminal, investigative or administrative (a "proceeding") and against reasnable expenses, including attorneys' fees, in connection with any proceeding, where such liabilities and litigation expenses were incurred incident to the good faith performance of their duties.

Section 2. Use of Corporate Funds for Indemnification.

The Corporation may advance expenses in connection with any proceeding to any such person in accordance with applicable law. The use of funds of the Corporation for indemnification or for purchase of Officers and Directors insurance shall be deemed a proper expense of the Corporation.

Section 1. Seal.

The corporate seal of the Corporation shall contain the name of the Corporation and shall be in such form as may be approved by the Board of Directors.

Section 2. Waiver of Notice.

Whenever any notice is required to be given to any Director by law, by the Articles of Incorporation or by the Bylaws, a waiver thereof in writing signed by the Board Member or Board Members entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 3. Fiscal Year.

The fiscal year of the Corporation shall be the calendar year.

Section 4. Checks.

All checks, drafts or orders for the payment of money shall be signed by the officer or officers or other individuals that the Board of Directors may from time to time designate.

Section 5. Bond.

The Board of Directors may by resolution require any or all officers, agents or employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned upon the faithful performance of the duties of their offices or positions, and to comply with such other conditions as may from time to time be required by the Board.

Section 6. 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, and also authorized by resolution of the members at an Annual Meeting of Members or at a Special Meeting of Members for which specific notice was given regarding the loan.

Section 7. Amendment of Bylaws.

Except as otherwise provided by law, by the Articles of Incorporation or herein, these Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Directors then holding office at any Annual or Special Meeting of the Board of Directors; provided, however, that notice of the proposed action shall have been included in the notice of the meeting or shall have been waived as provided in these Bylaws.

Section 8. Reference to Gender.

All pronoun references in these Bylaws to the male gender shall include the female gender. All pronoun references in these Bylaws to the female gender shall include the male gender.

THIS IS TO CERTIFY that the above Bylaws of Friends of Kern, Inc. were duly adopted unanimously by the Board of Directors as of July 5th, 2002.

Certified this 8th day of July, 2002.

Stuart T. Weinberg, MD