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BY-LAWS 

OF  

BIG SPRING PARTNERS, INC. 

***************** 

ARTICLE I 

Name 

      The name of this organization shall be BIG SPRING PARTNERS, INC., an Alabama nonprofit corporation organized in the City of Huntsville, Alabama. 

ARTICLE II 

Board of Directors 

    1. The management of the business and affairs of the Corporation shall be vested in its Board of Directors.  The Directors constituting the initial Board of Directors are named in the Articles of Incorporation of this Corporation.  The number of members of the Board of Directors shall be determined by the Board of Directors, except that the public sector members as identified in the Articles of Incorporation shall never be less than four (4), and shall be increased proportionally, to the extent possible, if the number of private sector members is ever increased above the seven members named in the Articles of Incorporation.  Except for the public sector members, whose successors shall be chosen in the manner specified in the Articles of Incorporation, the Directors shall hold office until their respective successors are elected and qualified.  At a meeting of the Board of Directors, the Directors shall elect the new private sector members of the Board of Directors, three (3) of which shall serve a three (3) year term, two (2) of which shall serve a two (2) year term, and two (2) of which shall serve a one (1) year term.  As the terms of Directors expire, the Board of Directors shall elect new Directors who shall serve three (3) year terms.  It being the intent that approximately one-third of the terms of the public-sector members of the Board of Directors expire each year.  Directors may serve consecutive terms.  Former board members may remain on the board as emeritus members.  Emeritus members shall have no vote.
    1. Nothing shall preclude a Director being elected for an additional term.
    1. Whenever a vacancy occurs among the private sector members on the Board of Directors as a result of the death, resignation, removal, refusal, ineligibility or inability to serve, or otherwise, under the provisions prescribed in these By-Laws, the Board of Directors shall, as promptly as possible following the occurrence of such vacancy, elect and designate a successor or successors, who shall likewise hold office as a member of the Board for the remainder of the unexpired term of the replaced Director or Directors.  Every such successor Director so elected and designated from time to time shall have, possess and exercise all the powers, authority, and discretion conferred upon the first and original Board of Directors, as fully and effectively as though such successors were named in the Article of Incorporation as one of the members of the first Board of Directors.  Except for the public sector members, any member of the Board of Directors may be removed as a member of the Board of Directors at any time and without assigning any cause therefore, by the affirmative vote of a majority of the remaining Directors, even members not present at the meeting, and written notification of such removal to such Director so removed, who shall, forwith upon receipt of such notice be considered as removed from the Board of Directors.  The public sector members shall only be removable for good cause.
    1. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board of Directors.  Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors.  Meetings may be held at any time without notice if all the Directors are present, or if at any time before or after the meeting, those Members of the Board of Directors who are not present waive notice of the meeting in writing.
    1. Special meetings of the Board of Directors may be called by or at the request of any officer or any two Directors.
    1. Unless otherwise provided in these By-Laws, notice of meetings, both regular and special, shall be given not less than seven (7) days in advance of said meeting in writing.  Such notice shall be in addition to notice by telephone or in person.  Notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  Any Director not in attendance 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 because the meeting is not lawfully called or convened.  The business to be transacted, or the purpose of, any regular or special meeting of the Board of Directors must be specified in the waiver of notice of such meeting.
    1. A majority of the Board of Directors shall constitute a quorum for the transaction of business.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
    1. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board, and if such written consent is filed with the minutes of proceedings of the Board of Directors.
    1. Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

    ARTICLE III 

    Officers 

    1. The officers of the Corporation shall consist of the Chairman, Vice-Chairman, Secretary and Treasurer.  The officers of the Corporation shall be elected by the Board of Directors.
    1. The term of office of all Officers shall correspond to their terms as Directors and until their respective successor is elected and qualified.  Any officer may be removed from office, with or without cause, at any time by the affirmative vote of either a majority of members of the Board of Directors.  A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.  Nothing shall preclude an Officer from being re-nominated for an additional term.
    1. The Officers shall be composed of the following offices of the Corporation having the following powers and duties:
      1. The Chairman shall be the principal executive officer of the Corporation and shall have in his or her charge the general direction and promotion of its affairs with authority to do such acts and to make such contracts as are necessary or proper to carry on the activities of the Corporation.  He or she shall preside over all official meetings of the Corporation, provided no one has been specifically elected to the office of Chairman of the Board, and shall also perform those duties which usually devolve upon a Chairman or president of a non-profit corporation under the laws of the State of Alabama.  The Chairman may, during the absence of any officer, delegate said officer’s duties to any other officer or Director.
      1. The Vice-Chairman, in the absence or disability of the Chairman, shall perform the duties of the Chairman and shall perform such other duties as may be delegated to him or her from time to time by the Board of Directors or by the Chairman.
      1. The Secretary shall issue notice of all meetings, shall keep the minutes of all meetings, shall have charge of the seal of the Corporation, if any, shall serve as custodian for all corporate records.  The Secretary shall make such reports and perform such other duties as are incident to the office or as may be delegated to that office by the Chairman or by the Board of Directors or as may be otherwise required by these Bylaws.
      1. The Treasurer shall render to the Chairman and Board of Directors at such times as may be requested an account of all transactions as Treasurer and of the financial condition of the Corporation.  The Treasurer shall make such reports and perform such other duties as are incident to the office or as may be delegated to that office by the Chairman or by the Board of Directors or as may be otherwise required by these Bylaws.
    1. The Executive Committee shall consist of all of the Board officers.  The Executive Committee may act for and shall have the authority to bind the Board of Directors.  Actions taken by the Executive Committee shall be presented to the full Board of Directors at the next regularly scheduled meeting for ratification. 

ARTICLE IV 

Compensation 

      The Officers and Directors of the Corporation shall receive no compensation for their services as such.  They may, however, make payments for such clerical assistance and for such professional services as they deem necessary for the conduct of the affairs of the Corporation. 

ARTICLE V 

Agents and Representatives 

      The Board of Directors may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board of Directors may see fit, so far as may be consistent with these By-Laws, to the extent authorized or permitted by law. 

ARTICLE VI 

Contracts 

      The Chairman is authorized to enter into any contract or execute and deliver any instrument in the name of the Corporation which are necessary or proper to carry on the activities of the Corporation.  Further,  the Board of Directors, except as otherwise provided in these By-Laws, may authorize any Officer or agent 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 a specific instance; and unless so authorized by the Board of Directors, no Officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount. 

ARTICLE VII 

Committees 

      The Board of Directors may appoint at least two (2) Directors from their number or Officers to serve on one or more advisory committees, and at any time may appoint additional members thereto.  The members of any such committee shall serve as such at the pleasure of the Board of Directors.  Such advisory committees shall advise the Corporation in all matters designated by the Board of Directors, subject to the restrictions imposed by Code of Alabama (1975), Section 10-3A-38, as amended.  Each such committee may, subject to the approval of the Board of Directors, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.  The members of any advisory committee shall not receive any stated salary for their services as such, but may be reimbursed for any actual expenses incurred in the performance of duties on behalf of the Corporation. 

ARTICLE VIII 

Investments 

      The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make, or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is prohibited transaction or would result in the denial of the tax exemption under Section 501(c)(3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended or would cause contributions made to the Corporation to not be deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended. 

ARTICLE IX 

Sundry Provisions 

    1. The Corporation shall not make any loans to any Officer, Director, agent or employee of the Corporation, either individually or as a group.
    1. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation into special accounts to be designated by the Board of Directors; and disbursements of said funds shall be made with the approval of the Board of Directors.  All disbursements shall be made by check, and all checks, drafts, and order for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation shall, unless otherwise provided by resolution of the Board of Directors, be signed by an officer of the Corporation and countersigned by any other member of the Board of Directors.
    1. The Treasurer shall prepare annually, with the commencement of each new calendar year, an annual operational budget, which shall be presented to the Board of Directors.  This budget shall govern the financial affairs of the Corporation for the calendar year.
    1. There shall be prepared annually under direction of the Treasurer, a full and correct statement of the financial affairs of the Corporation, including a Balance Sheet and a Financial Statement of Operations for the proceeding calendar year, which shall be submitted to the Board of Directors.
    1. The Treasurer shall cause to be prepared and filed annually any corporate reports required by the laws of the State of Alabama for not-for-profit corporations.
    1. The Treasurer shall cause to be prepared and filed annually any Federal, State, or Municipal tax returns required for not-for-profit corporations.
    1. The Corporation shall use a calendar year end.

ARTICLE X 

Amendments 

      These By-Laws shall not be altered, amended or repealed unless by and with the consent and written approval of two-thirds of all the members of the Board of Directors, whether such members are present at a meeting or not.  Additionally, and notwithstanding the foregoing, no amendment shall be made which affects the number of directors from the public sector; the offices included as public sector members; the voting rights of public sector members as members of the Board of Directors; or the right to remove public sector members from serving on the Board of Directors; unless such amendment(s) are approved by a majority of the then-sitting public sector members. 

ARTICLE XI 

Exempt Activities 

      Notwithstanding any other provision of these By-Laws, no Director, Officer, employee, agent or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended from time to time, and its Regulations as they now exist or as they may hereafter be amended, or by any organization to which contributes are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended. 

ARTICLE XII 

Voting 

      Each member of the Board of Directors shall have one vote for each vote taken.  All votes may be conducted by secret ballot when requested by any member of the Board of Directors. 

ARTICLE XIII 

Voluntary Dissolution of the Corporation 

      The Corporation may be voluntarily dissolved upon the Board of Directors adopting a resolution recommending that the Corporation be dissolved and directing that the Directors approve such dissolution and upon the approval of the dissolution by all the members of the Board of Directors entitled to vote, including members not present at the meeting, upon the adoption of such resolutions, statement of intent to dissolve shall be prepared and filed with the Judge of Probate of Madison County, Alabama in accordance with Section 10-3A-140 of the Code of Alabama (1975), as amended (or its successor section).  Also Articles of Dissolution shall be prepared and filed with the Judge of Probate of Madison County, Alabama, in accordance with Section 10-3A-170 of the Code of Alabama (1975), as amended (or its successor section). 

      The aforestated Bylaws constitute the Bylaws adopted by the Board of Directors on the 10th day of December, 2002, as amended by the Board of Directors on the 30th day of April, 2007.