AMENDMENTS TO UNITED COMMUNITIES AGAINST SUBSTANCE ABUSE, INC.

BYLAWS

ARTICLE I. NAME AND PURPOSE

Section 1. Name. This corporation shall be known as United Communities Against Substance Abuse, Inc. (UCASA)

Section 2. Purposes. The purposes for which it is formed are:

To educate the community in order to increase community awareness of the dangers of substance abuse. As part of this process, this Corporation seeks to provide a social center for teenagers and pre-teenagers in which they can enjoy activities not involving alcohol or drug consumption. In this regard, the Corporation seeks to establish an after school hours teenage and pre-teenage program, which provides an anti-substance abuse message, as an alternative to substance abuse environment.

To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof as permitted by the Not-For-Profit Corporation Law;

The Corporation is organized exclusively for charitable purposes, including for such purposes, the making of distributions to organizations that qualify as not-for-profit exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law)

No substantial part of the activities or the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code of 1986), and the Corporation shall not participate in, or intervene in (including publishing or distributing statements) any political campaign on behalf of or in opposition to any candidate or public office;

Notwithstanding any other provision of this Certificate, the Corporation shall not carry on any activities not permitted to be carried on (a) by a not-for-profit Corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or (b) by a Corporation contributions to which are deductible under Section 170(c)(2), 2055 or 2522 of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).
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In any taxable year in which the Corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code of 1986, as now in effect or hereafter amended, the Corporation shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Code and the Corporation shall not (i) engage in any act of self-dealing as defined in Section 4941(d) of the Code (ii) retain any excess business holding as defined in Section 4943(c) of the Code (iii) make any investments in such manner as to subject the corporation to tax under Section 4944 of the Code (iv) make any taxable expenditures as defined in Section 4945(d) of the Code or corresponding provisions of any subsequent Federal tax laws.

ARTICLE II. NO MEMBERS

The corporation shall have no members. The Board of Directors may take any action which is permitted under or required to be taken by members of a not-for-profit corporation under New York law by the affirmative vote of a majority of the entire Board of Directors, without the necessity of any prior action by the Board of Directors which would have otherwise been required by law for such action if there were members entitled to vote on such action.

ARTICLE III. BOARD OF DIRECTORS

Section I. Management of Corporate Affairs. The management of the affairs of the corporation shall be vested in a Board of Directors.

ARTICLE III. BOARD OF DIRECTORS

Section 2. Composition of Board. The Board of Directors shall consist of nine (9) directors. The Board of Directors shall consist of three (3) initial Directors and the six (6) additional Directors to b appointed by the Steering Committee. The number of Directors may be increased or decreased by a majority vote of the entire Board of Directors. The Directors shall be divided into three classes. The term of office of the Directors of the first class shall expire at the annual meeting of the Board in 1999; the second class at the second succeeding annual meeting; and the third class at the third succeeding annual meeting. After the initial classification, Directors to replace those whose terms expired at each annual meeting shall be appointed at such meeting by the Board of Directors to hold office for a full term of two (2) years.

Section 3. Management of Corporate Assets. All of the property of the corporation, real, personal, mixed, given to it or held by it for the purposes of its incorporation, shall be controlled and managed by the Board of Directors.

Section 4. Appointment of Directors. The Directors are named in the Certificate of Incorporation shall serve on the Board until their terms expire as described in Section 2. The Steering Committee shall also appoint the remaining six (6) Directors whose terms shall expire as described in Section 2. At the annual meeting in 1999 and at each annual meeting thereafter, the
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Steering Committee shall nominate and appoint the Directors to succeed the Directors whose terms have expired.

Section 5. Vacancies in the Board. Vacancies of the Board of Directors occurring during the year shall be filled for the unexpired term by the Board of Directors at any regular meeting or at any special meeting called for that purpose.

Section 6. Meetings and Notice Thereof. An annual meeting of the Directors and Steering Committee, for the election of officers and for the transaction of such other businesses as may properly come before it, shall be held annually on the second Tuesday in February in each year, at the office of the corporation or at such other location specified in the notice of the annual meeting. Regular meetings of the Board of Directors shall be held every four months thereafter for the transaction of such business as may properly come before it, at the office of the corporation or at any such location that is specified in the notice of the meeting. Special meetings of the Directors may be called at any time by the President. Notice of regular and special meetings of the Directors shall be given by mailing to the last known address of each Director, at least three days’ notice of the time and place of holding such meeting. A Director may waive the notice requirement by executing a waiver of notice.

Section 7. Quorum. Five (5) Directors shall constitute a quorum. The act of a majority of Directors present at a meeting of which a quorum is present shall be the act of the Board of Directors, except as otherwise provided by laws or the Bylaws.

Section 8. Annual Report. Pursuant to Section 519 of the Not-For-Profit Corporation Law, the Board of Directors shall present at the annual meeting of the corporation a report verified by the President and Treasurer, or by a majority of the Directors, or by an independent public or certified public accountant or a firm of such accountants selected by the Board, showing in appropriate detail the following:

(1) The assets and liabilities, including the trust funds, of the corporation as of the end of a twelve-month fiscal period terminating not more than six months prior to said meeting.

(2) The principal charges in assets and liabilities, including trust funds, during said fiscal period.

(3) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes during said fiscal period.

(4) The expenses of disbursements or the corporation, for both general and restricted purposes, during said fiscal period.

Such report shall be filled with the records of the corporation, and an abstract thereof entered in the minutes of the proceedings of the annual meting of corporation.

Section 9. Liability. In the absence of fraud or bad faith, no Director shall be personally liable for the debts, obligations or liabilities of the corporation, except as otherwise provided by law.
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Section 10. Powers of Board. The Board of Directors may enter into contracts, including, but not limited to, the power to employ a staff, to employ office personnel, to employ consultants, to borrow money from time to time, to make, accept, endorse, execute and issue bonds, debentures, promissory notes, bills of exchange and other obligations of the corporation for moneys borrowed, or in payment for property acquired and to secure payment of any such obligations by mortgage, pledge, deed, indenture, agreement or other indenture of trust or by other lien upon, assignment of or agreement in regard to all or any part of its property, rights and privileges, provided such action is consistent with the purposes and goals of the corporation.

Section 11. Action by Directors or Committees in Writing Without a Meeting. Any action required or permitted to be taken by the Board of Directors or any Committee thereof may be taken without a meeting if all members of the Board or the Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or Committee shall be filed with the minutes of the proceedings of the Board or Committee.

Section 12. Directors or Committee Meeting by Conference Telephone or Similar Communications Equipment. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of such Board or Committee by means of a conference telephone or similar communications equipment allowing all persons participating in a meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Section 13. Committees. The Board may from time to time create such committees as it deems desirable, composed either of members of the Board, non-members of the Board or both, and all of which committees and members shall serve at the pleasure of the Board.

ARTICLE IV. OFFICERS

Section 1. President. The Board of Directors shall elect one of the members of the Board of Directors as President of the corporation. The President shall be the chief executive officer of the corporation and shall preside at all meetings of the Board of Directors. At each annual meeting he shall give the report required by Section 519 of the Not-For-Profit Corporation Law and shall give such additional information as shall be necessary to constitute a brief resume of the corporation’s activities during the previous year. He shall be elected for a term of one year or until his successor shall be duly elected and qualified. He shall execute, in the name and on behalf of the corporation, all documents required to be executed by the corporation, and shall perform such other duties as are requested by the Board of Directors or are reasonably incidental to his office.

Section 2. Vice President. The Board of Directors shall elect one of their number as Vice President of the Corporation. The Vice President shall be elected for a term of one year or until his successor shall be duly elected and qualified. He shall perform the duties of the office of the President in case of the death, absence or inability of the President to act. He shall also have the authority to sign and execute, in the name and on behalf of the corporation, all documents required to be executed by the corporation and shall also perform such other duties as are requested by the President or the Board of Directors.
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Section 3. Secretary. The Board of Directors shall elect one of the members as Secretary of the Corporation. The Secretary shall be elected for a term of one year or until a successor shall be duly elected and qualify. He shall take and record the minutes of all meetings of the corporation and the Board of Directors. He shall perform such other duties as requested by the President or the Board of Directors.

Section 4. Treasurer. The Board of Directors shall elect one of the members as Treasurer of the Corporation. The Treasurer shall be elected for a term of one year or until a successor shall be duly elected and qualify. He shall be the fiscal officer of the corporation.

Section 5. Compensation. No officer shall receive compensation from the corporation for services performed in his official capacity, but officers shall be entitled to reimbursements for reasonable and necessary expenses incurred in the performance of their official duties.

Section 6. Vacancies. A vacancy in any office shall be filled by the Board of Directors for the unexpired term thereof.

ARTICLE V. ASSETS AND FUNDS

Section 1. Ownership. All assets and funds of the corporation shall be owned exclusively by the corporation.

Section 2. Disposition. All funds of the corporation shall be deposited in an account or accounts in the name of the corporation in a band or bands designated by the Board of Directors or shall be invested or reinvested as the Board shall direct. Funds shall be expended only to advance the purposes and to pay the proper expenses of the corporation. Funds shall be withdrawn from such bank account or accounts and invested and reinvested only upon the written authorization and signature of the following persons: (1) for withdrawals of $1,000 or more, the written authorization and signature of the following persons (i) President, (ii) Vice President and (iii) Treasurer; (2) for withdrawals of less than $1,000, the written authorization of any one of the three persons. The HSBC Bank of Windsor is the bank designated.

Section 3. Investment. As provided in Section 512 of the Not-For-Profit Law, subject to the limitations and conditions contained in any gift, devise or bequest, the corporation may invest its funds in such mortgages, bonds, debentures, shares of preferred and common stock and such other securities as the Board of Directors shall deem advisable.

ARTICLE VI. SEAL

Section 1. Seal.

ARTICLE VII. AMENDMENT OF BYLAWS

Section 1. Method of Adoption. These Bylaws may be amended at any regular meeting of the directors or at any special meeting called for that purpose by a vote of two-thirds of the entire
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Board of Directors, provided that a copy of the proposed amendment has been served upon each member, either personally or by mail at least ten days prior to the date of such meeting.
ARTICLE VIII. INDEMNIFICATION

It is policy of the corporation to indemnify officers and directors for losses and expenses due to being made party or being threatened to be made a party to actions and proceedings to the full extent permitted by and consistent with Article 7 of the Not-For-Profit Corporation Law.

Adopted _______________ 2004