BYLAWS OF The Very Professional Group

ARTICLE I: NAME AND PURPOSE

Section 1. Name

The name of this corporation is The Very Professional Group, a public benefit nonprofit corporation, hereinafter referred to as "the Corporation."

Section 2. Purpose

The Corporation is organized exclusively for charitable purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code. The Corporation's specific purpose is to raise funds for, and to create and manage, seasonal programs to benefit community members and various initiatives for the enrichment of life, art, and culture in the Pacific Northwest.

ARTICLE II: PRINCIPAL OFFICE

Section 1. Principal Office

The principal office of the Corporation shall be located at 28177 Drews Rd, Chiloquin, Oregon 97624. The Board of Directors may change the location of the principal office from time to time.

ARTICLE III: MEMBERS

Section 1. No Members

The Corporation shall have no members. All powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors.

ARTICLE IV: BOARD OF DIRECTORS

Section 1. Powers

Subject to the provisions of the Oregon Nonprofit Corporation Act and any limitations in the Articles of Incorporation or these Bylaws, the business and affairs of the Corporation shall be managed by the Board of Directors.

Section 2. Number and Qualifications

The number of directors shall be no fewer than three (3) and no more than seven (7). Directors need not be residents of Oregon. The initial directors are [List initial directors].

Section 3. Election and Term of Office

Each director shall be elected for a term of two (2) years. Directors shall be elected at the annual meeting of the Board of Directors. Terms shall be staggered so that approximately half of the board is elected each year. Each director shall hold office until a successor has been elected and qualified, or until the director's death, resignation, or removal.

Section 4. Meetings

• Annual Meeting: The annual meeting of the Board of Directors shall be held during the month of [Month], at a date and time determined by the Board.

• Regular Meetings: The Board may hold regular meetings at such times and places as it may determine.

• Special Meetings: Special meetings may be called by the President, the Secretary, or by a majority of the directors.

Section 5. Quorum and Voting

A majority of the number of directors then in office shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

ARTICLE V: OFFICERS

Section 1. Officers

The officers of the Corporation shall be a President, a Secretary, and a Treasurer. The Board of Directors may elect such other officers as it deems necessary. The current officers are:

• President: Harrison Valetski

• Secretary: Onesty Montgomery

• Treasurer: Harrison Valetski

Section 2. Election and Term of Office

The officers shall be elected by the Board of Directors at the annual meeting and shall hold office for one (1) year or until their successors are elected and qualified.

Section 3. Duties of Officers

• President: The President shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors.

• Secretary: The Secretary shall keep the minutes of the Board meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws, and be custodian of the corporate records. The Secretary shall be the primary contact for official correspondence.

• Treasurer: 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 as shall be selected by the Board of Directors.

ARTICLE VI: COMMITTEES

Section 1. Committees

The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees. Each committee shall have two or more directors, and the Board shall determine the duties, powers, and responsibilities of each committee.

ARTICLE VII: INDEMNIFICATION

Section 1. Indemnification of Directors and Officers

The Corporation shall indemnify its directors and officers to the fullest extent permitted by the Oregon Nonprofit Corporation Act, as the same exists or may hereafter be amended.

ARTICLE VIII: AMENDMENTS TO BYLAWS

Section 1. Power to Amend

These Bylaws may be altered, amended, or repealed by an affirmative vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors, provided that notice of the proposed amendment is given in the notice of the meeting.

ARTICLE IX: DISSOLUTION

Section 1. Dissolution

Upon the dissolution of the Corporation, assets shall be distributed 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. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine.