Bylaws of SOS Inc

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BY-LAWS of Secular Organizations for Sobriety, Inc.
A Corporation Duly Organized and Existing Under the
Not-for-Profit Corporation Law of the State of New York

ARTICLE I
Name

The name of the corporation is Secular Organizations for Sobriety, Inc. The corporation shall hereinafter be referred to in these By-Laws as 'SOS.'

ARTICLE II
Office

The principal office of SOS shall be located in Buffalo, County of Erie and State of New York.

ARTICLE III
Purposes

SOS is organized for the purpose of creating a secular alternative to Alcoholics Anonymous; providing a recovery support program for the sober alcoholic and drug user; encouraging education on the nature and results of alcohol and drug abuse and on the potentialities of prevention and rehabilitation; encouraging formation of local and regional secular sobriety groups which will promote the idea that a person must rely on one's self to remain addiction free.

ARTICLE IV
Membership

Section 1. Classification of Members. The Membership of SOS shall consist of two (2) classes of Members: (a) the Voting Member, and (b) Associate Members.

(a) Voting Member. CODESH, Inc. shall be the sole Voting Member.

(b) Associate Members. Associate Members shall consist of any individuals, organizations or corporations that have demonstrated an interest in the goals of the corporation and desire to join in its activities. Upon the affirmative vote of the Voting Member of the corporation, an applicant shall become an Associate Member. The Board of Directors, by resolution(s) adopted by a majority of the Board of Directors, may provide for the creation of different categories of Associate Members, and may specify the qualifications, rights of and limitations upon the members in each category.

Section 2. Resignation. Any Member of the corporation may resign at any time by giving its written resignation to the Secretary and a Director of the corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3. Removal. Any Member may be removed with or without cause by the vote of the voting Member.

Section 4. Evidence of Membership. Membership in the corporation shall be evidenced by the inclusion of the Member s name, address and classification in a list of Members to be maintained under the direction of the Secretary. In addition, the Board of Directors may authorize the President to issue a Certificate of Membership to each Member.

ARTICLE V
Meetings of Members

Section 1. Annual Meeting. The annual meeting of the Membership, for the election of Directors and for the transaction of such other business, as may be set forth in the notice of the meeting, shall be held at the principal office of the corporation, or at such other place as the Board of Directors may determine, on the third Thursday in May of each year, or on such other date as the Board of Directors may determine, but not more than two (2) weeks from the aforesaid date.

Section 2. Special Meetings. Special meetings of the Membership may be called at any time by the Board of Directors, or by the President, or in his/her absence or disability, the Vice President, at the request in writing of four (4) or more Directors, or at the request in writing of the Voting Member of the corporation. Such request shall state the purpose or purposes for which the meeting is to be called. Each special meeting shall be held at such time and at such place as the person(s) calling the meeting shall determine and the notice of the meeting shall specify.

Section 3. Notice of Meetings. Written notice of all annual and special meetings of the Membership shall be given by an Officer of the corporation, by certified first-class mail, not less than ten (10) days, or more than fifty (50) days, before the date of the meeting, to the Voting Member and Associate Members, directed to the Member at his/her/its address as it appears on the record of Members. The notice shall state the place, date and hour of the meeting, the purpose(s) for which the meeting is called, and unless it is the annual meeting, indicate that the notice is being issued by or at the direction of the person(s) calling the meeting The notice need not refer to the approval of prior meeting's minutes or to other matters normally incident to the conduct of such meeting. Except for such matters, the business which may be transacted at the meeting shall be confined to business which is related to the purpose(s) set forth in the notice.

Section 4. Quorum. At every meeting of the Membership, except as otherwise provided for by law, the Certificate of Incorporation, or these By-Laws, a quorum must be present, either in person or by proxy, for the transaction of business, and a quorum shall consist of the Voting Member. Associate Members may but shall not be required to attend, shall not be counted for the purpose of a quorum and shall have no vote on the transaction of any business.

Section 5. Procedure. The order of business and all other matters of procedure at every meeting of the Membership may be proposed by the presiding Officer, in accordance with Robert's Rules of Order.

Section 6. Exercise of Voting Rights. The right to vote at all meetings shall be exercised on behalf of the Voting Member by one (1) officially designated representative who has proper approval from CODESH. The designated representative shall present verification of his/her authority to exercise the Voting Member's right to vote and of its decisions in respect to the actions to be considered at the meeting.

Section 7. Proxies. The right to vote at all meetings may also be exercised on behalf of the Voting Member by submitting a written proxy signed by a duly authorized agent or Officer of CODESH and delivered to the Secretary at the meeting. Representation of the Voting Member by proxy shall be counted for the purpose of a quorum. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Voting Member executing it, or its duly authorized agent or Officer unless it is entitled "irrevocable proxy" in which event its revocability shall be determined by the law of the State of New York in effect at the time.

Section 8. Voting. The Voting Member shall vote on all matters appropriate for consideration by the Membership. Directors elected at any meeting to the Board of Directors shall, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, be elected by the Voting Member, with consideration given to the choices of the Associate Members. All other corporate action is to be taken by vote of the Voting Member. The vote for election to the Board of Directors, or the vote upon any question before the meeting, shall not be by ballot unless the person presiding at such meeting shall so direct or the voting Member shall so demand.

Section 9. Reports. The Board of Directors shall present to the Membership, at each annual meeting, an independently audited report, verified by the President, Treasurer, and by a majority of the Directors, showing in appropriate detail the following:

(a) The assets and liabilities, including the funds of the corporation as of the end of the twelve (12) month fiscal period of the corporation terminating not more than six (6) months prior to said meeting.

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

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

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

(e) The number of Associate Members of the corporation, as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names, addresses and classification of the current Members may be found.

Such report shall be filed with the records of the corporation, and a copy or an abstract thereof shall be entered in the minutes of the proceedings of the annual meeting at which the report is presented.

Section 10. Action without a Meeting. Whenever any action is required or permitted to be taken by the Voting Member, such action may be taken without a meeting if the Voting Member consents in writing to the adoption of the action. The written consent of the Voting Member shall have the same effect as a unanimous vote of the Voting Member, and the same shall be filed with the minutes of the proceedings of the voting Member.

ARTICLE VI

Board of Directors

Section 1. Management of Corporate Affairs. Except as otherwise provided by law, the Certificate of Incorporation, or these By-laws, the activities, property and affairs of the corporation shall be managed by the Board of Directors.

Section 2. Number and Qualification of Directors. The Board of Directors shall consist of five (5) to seven (7) Directors who shall be nominated and elected by the voting Member, with due consideration given to the Associate Members' choices, at the annual meeting of the Membership. All of the Directors shall be at least eighteen (18) years of age.

Section 3. Classes of Directors and Tenure. The Directors shall be divided into three (3) classes designated as Class I, Class II and Class III. Each Class shall be nearly equal in the number of Directors as possible. The term of office of Class I shall expire at the next annual meeting of Members; the term of office of Class II shall expire at the next succeeding annual meeting of Members; and the term of office of Class III shall expire at the third succeeding annual meeting of Members. Thereafter the terms of office of Directors shall be three (3) years.

Section 4. Honorary Directors. The Board of Directors, by resolution(s) adopted by a majority of the Board of Directors, may nominate and elect Honorary Directors for such periods and in such numbers as may be determined desirable. Honorary Directors shall be given notice of all Board of Director meetings but shall not be required to attend; shall not be counted for the purpose of a quorum; and shall not vote or have any liability with respect to any action taken by the Board of Directors.

Section 5. vacancies. A vacancy occurring in the Board of Directors, for any reason whatsoever, may be filled by a vote of the majority of the Board of Directors then in office, even if less than a quorum exists due to the resignation and/or removal of Directors. Any Director elected by the Board of Directors shall serve until the next annual meeting of the Membership, at which meeting that Director may be reelected or until his/her successor has been qualified and elected.

Section 6. Resignation. Any Director of the corporation may resign at any time by giving his/her written resignation to the Secretary and a Director of the corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7. Removal. Any Director may be removed with or without cause by a vote of the Voting Member. Any Director may be removed with cause by a majority vote of the Board of Directors, at which a quorum is present, and not including the vote(s) of the Directors being voted on for removal. Prior written notice of the meeting shall have referred to the proposed removal action. The unexcused absence from any two (2) regular meetings of the Board of Directors, by any Director(s), in any twelve (12) month period shall, without exception, be cause for removal.

Section 8. Contracts with the Corporation. No Director(s) shall be interested, directly or indirectly, in any contract relating to the corporation, nor in any contract for furnishing supplies thereto, except as permitted under 5715 of the Not for Profit Corporation Law.

Section 9. Compensation. No Director shall receive, directly or indirectly, salary, compensation or emolument from the corporation, except reasonable compensation for services actually performed and reimbursement of expenses necessarily incurred in effecting one (1) or more of the corporate purposes of the corporation.

ARTICLE VII
Meetings of Board of Directors

Section 1. Annual Meeting. The annual meeting of the Board of Directors, for the election of Officers and for the transaction of such other business, as may be set forth in the notice of the meeting, shall be held at the principal office of the corporation, or at such other place as the Board of Directors may determine, and shall immediately follow the annual meeting of the Membership.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Board of Directors, or by the President, or in his/her absence or disability, the Vice President, at the request in writing of four (4) or more Directors. Such request shall state the purpose or purposes for which the meeting is to be called. Each special meeting of the Board of Directors shall be held at such time and place as the person(s) calling the meeting shall determine and the notice of the meetings shall specify.

Section 3. Regular Meetings. Regular meetings of the Board of Directors of the corporation, for the transaction of such business, as may be set forth in the notice of the meeting, shall be held at such times and such places within the State of New York as the Board of Directors may determine, and the notice of meeting shall specify. The Board of Directors shall meet at least six (6) times per year on approximately sixty (60) day intervals.

Section 4. Notice of Meetings. Written notice of all annual, special and regular meetings of the Board of Directors shall be given by an Officer of the corporation, personally or by mail, not less than five (5) days, or more than fifteen (15) days before the date of the meeting, to each Member of the Board of Directors. If personally, such notice shall be by telegraph or telecopier. If mailed, such notice shall be sent first-class, postage prepaid, and directed to the Member of the Board of Directors at his/her residence or usual place of business. The notice shall state the place, date and hour of the meeting, the purpose(s) for which the meeting is called, and unless it is an annual or regular meeting, indicate that the notice is being issued by or at the direction of the person(s) calling the meeting. The notice need not refer to the approval of the prior minutes of the meeting or to other matters normally incident to the conduct of such meeting. Except for such matters, the business which may be transacted at the meeting shall be confined to business which is related to the purpose(s) set forth in the notice.

Section 5. Quorum. At every meeting of the Board of Directors, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, a quorum must be present for the transaction of business, and a quorum shall consist of not less than a majority of the Board of Directors and a majority vote of the Directors present shall be required to authorize any corporate action that may come before the meeting. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time or place without notice other than announcement at the meeting of the time and place to which the meeting is adjourned.

Section 6. Procedure. The order of business and all other matters of procedure at every meeting of the Board of Directors may be proposed by the presiding Director, in accordance with Robert's Rules of Order.

Section 7. Action without a Meeting. Whenever any action is required or permitted to be taken by the Board of Directors, such action may be taken without a meeting if all the Directors consent in writing to the adoption of a resolution authorizing the action. The adopted resolution and the written consent of all the Directors shall have the same effect as a unanimous vote of the Board of Directors and the same shall be filed with the minutes of the proceedings of the Board of Directors.

Section S. Presence at a Meeting by Telephone. The Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at the meeting and be counted for the purpose of a quorum.

ARTICLE VIII

Officers

Section 1. President. The Board of Directors shall, at the first regular meeting of the Board of Directors and whenever a vacancy occurs thereafter, nominate and elect a President of the corporation. The President shall hold office until his/her resignation or removal.

Section 2. Other Officers. The Board of Directors shall, at the first regular meeting of the Board of Directors and at every annual meeting thereafter, nominate and elect the other Officers of the corporation, which shall include a Vice President, Secretary and Treasurer. The Board of Directors may from time to time nominate and elect such additional Officers as may be determined desirable. The additional Officers shall have such authority and perform such duties as the Board of Directors may from time to time prescribe.

Section 3. Term of Office. Upon the nomination and election of any Officer or additional Officer, except the President, the initial term of office shall run until the first annual meeting of the Board of Directors, and for one (1) year thereafter if reelected, or until the respective successor has been nominated and elected, except that any Officer whose initial term shall exceed six (6) months in duration shall be deemed to have sat for a full term. No Officer, except the President, may serve more than three (3) successive terms. A previously serving Officer may serve again following a one (1) year absence.

Section 4. Vacancies. A vacancy occurring in an office of the corporation, for any reason whatsoever, may be filled by a vote of the majority of the Board of Directors, at which a quorum is present. Any Officer elected in this manner shall serve only until the next annual meeting of the Board of Directors, at which meeting that Officer may be reelected or until his/her successor has been qualified and elected.

Section 5. Resignation. Any Officer of the corporation may resign at any time by giving his/her resignation to the Secretary and Director of the corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified in such resignation, the acceptance thereof shall not be necessary to make it effective.

Section 6. Removal. Any Officer, except the President, may be removed with or without cause, or have his/her authority suspended by a majority vote of the Board of Directors at which a quorum is present. The President may either be removed with cause or have his her authority suspended by a majority vote of the Board of Directors, at which a quorum is present, or be removed with or Without cause or have his/her authority suspended by a vote of the Voting Member. Prior written notice of the meeting shall have referred to proposed removal action.

Section 7. Duties of Officers may be Delegated. In case of the absence or disability of an Officer of the corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors, except where otherwise provided by law, may delegate, for the time being, the powers or duties of any Officer to any other Officer or Director.

Section 8. The President. The President shall be the Chief Executive Officer of the corporation and shall have the general powers and duties of supervision and management of the corporation and shall perform all other duties as usually pertain to the office or are properly required by the Board of Directors. The President shall preside at all meetings of the Voting Member and the Board of Directors.

Section 9. The Vice President. The Vice President shall, in the absence or at the request of the President, perform the duties and exercise the powers of the President. The Vice President shall also have the powers and perform the duties as usually pertain to the office or as are properly required by the Board of Directors.

Section 10. The Secretary. The Secretary shall issue notices of all meetings of the Board of Directors and the Voting Member where notices of such meetings are required by law, or these By-Laws. The Secretary shall attend all meetings of the Board of Directors and the Voting Member and keep the minutes thereof. The Secretary shall affix the corporate seal to and sign such instruments as require the seal or the Secretary s signature, and shall perform all other duties as usually pertain to the office or are properly required by the Board of Directors.

Section 11. The Treasurer. The Treasurer shall have the care and custody of all the monies and securities of the corporation. The Treasurer shall cause to be entered in the books of the corporation to be kept for that purpose full and accurate accounts of all monies received and paid on account of the corporation. The Treasurer shall make and sign such reports, statements and instruments as may be required of him/her by the Board of Directors, or by the laws of the United States, or of any state or country, and shall perform all other duties as usually pertain to the office or as are properly required by the Board of Directors.

Section 12. Compensation. No Officer shall receive, directly or indirectly, salary, compensation or emolument from the Corporation, except reasonable compensation for services actually performed and reimbursement of expenses necessarily incurred in effecting one (l) or more of the corporate purposes of the corporation.

ARTICLE IX
Committees

Section 1.Executive and Other Committees. The Board, by resolution, may designate from among its members an Executive Committee and other standing committees, each consisting of three (3) or more directors. Each such committee shall serve at the pleasure of the Board and to the extent possible herein or in the resolution, and except as provided by law, shall have all the authority of the Board.

Section 2. Limitation of Authority of Committees. Neither the Executive Committee nor any other standing committee shall have authority as to the following matters:

(a) The submission to the membership of any action requiring member's approval under this Article.

(b) The filling of vacancies in the Board of Directors or in any committee.

(d) The amendment or repeal of the By-Laws or the adoption of new By-Laws.

(e) The amendment or repeal or any resolution of the Board which by its terms shall not be so amendable or repealable.

Section 3. Special Committees. The Board of Directors at any time and from time to time, by resolution may create such special committees as may be deemed desirable, to serve at the pleasure of the Board, and the members of which shall be appointed from the Board by the Chairman of the Board with the consent of the Board. These committees shall have only the lawful powers specifically delegated to them by the Board, except that no such committee shall have powers which re not authorized for any standing committees of the Board under Section 2 hereof and by law.

ARTICLE X
Indemnification of Directors, Officers and the Voting Member

Section 1. Right of Indemnification. Each Director, Officer and the Voting Member of the corporation, whether or not then in office, and any person whose testator or intestate was such a Director or Officer, shall be indemnified by the corporation for the defense of, or in connection with, any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, administrative or investigative, in accordance with and to the fullest extent permitted by the Not-for-Profit Corporation Law of the State of New York and any other applicable law, as such law now exists or may hereafter be adopted or amended; provided, however, that the corporation shall provide indemnification in connection with any action or proceeding (or part thereof) initiated by such a Director, Officer or the Voting Member, only if such action or proceeding (or part thereof) was authorized by the Board of Directors.

Section 2. Advancement of Expenses. Any expenses incurred by a Director, Officer or the Voting Member in connection with any action or proceeding as to which indemnification may be given under this Article may be paid by the Corporation in advance of the final disposition of such action or proceeding upon (a) the receipt of an undertaking by or on behalf of such Director, Officer or the Voting Member to repay such advancement in case such Director, Officer or the Voting Member is ultimately found not be entitled to indemnification as authorized by this Article; and (b) majority approval of the Board of Directors acting with a quorum and consisting only of Directors who are not parties to such action or proceeding, or if such a quorum is not obtainable, then approval of the voting Member who is not a party to such action or proceeding. The Board of Directors, or the voting Member, shall not be required to find that such Director, Officer or the Voting Member has met the applicable standard of conduct provided by law for the indemnification thereof, in connection with any such action or proceeding (or part thereof) before the corporation makes any advance payment of expenses hereunder.

Section 3. Loss of Rights. In accordance with the laws of the State of New York, any Director, Officer or the Voting Member shall not be entitled to the right of indemnification or advancement of expenses in connection with any such action or proceeding (or part thereof) where there is a final adjudication that such Director, Officer or the Voting Member s actions or omissions provided personal financial profit or gain, or were knowingly done in bad faith, or involved intentional misconduct, or were unreasonable in relation to the best interests of the corporation, or were outside the scope of duties or authority granted, or such conduct was believed to be unlawful. Upon any such finding, the right to indemnification shall terminate and all monies advanced in connection therewith shall be refunded by such Director, Officer or the Voting Member.

Section 4. Other Rights. The rights of indemnification and to the advancement of expenses provided in this Article shall not be deemed exclusive of any other rights to which any Director, Officer or the Voting Member of the corporation, or other person may now or hereafter be otherwise entitled, whether contained in the Certificate of Incorporation, these By-Laws, a resolution of the Voting Member, a resolution of the Board of Directors or an agreement providing for such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the r jets of indemnification and to the advancement of expenses provided in this Article shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any Director, Officer or the Voting Member of the corporation or other person in any action or proceeding to have assessed or allowed in his/her favor, against the corporation or otherwise, his/her costs and expenses incurred therein or in connection therewith or any part thereof.

Section 5. Severability. If this Article, or any part hereof, shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article shall remain fully enforceable. Any payments made pursuant to this Article shall be made only out of funds legally available therefor.

ARTICLE XI

Corporate Finance

Section 1. Corporate Funds. The funds of the corporation shall be deposited in the corporation s name with such banks, trust companies or other depositories as the Board of Directors may from time to time designate. All checks, notes, drafts and other negotiable instruments of the corporation shall be signed by such Officer(s), agent(s) or employee(s) as the Board of Directors from time to time may designate. No Officers, agents or employees of the corporation, alone or with others, shall have the power to make any checks, notes, drafts or other negotiable instruments in the name of the corporation or to bind the corporation thereby, except as provided in this Section.

Section 2. Fiscal Year. The fiscal year of the corporation shall be the calendar year unless otherwise provided by the Board of Directors.

Section 3. Loans to Directors and Officers. No loans other than through the purchase of bonds, debentures, or similar obligations of the type customarily sold in public offerings, or through ordinary deposit of funds in a bank, shall be made by the corporation to its directors or officers, or to any other corporations, firm, association or other entity in which one or more of its directors or officers are directors or officers or hold a substantial financial interest, except a loan to another type B corporation.

Section 4. Gifts. The Board of Directors, the Executive Committee or any authorized Officer, agent or employee of the corporation may accept, on behalf of the corporation, any contribution, gift, bequest or devise for any general or special purpose or purposes of the corporation, except that the acceptance of any grant or gift over Ten Thousand and 00/100 ($10,000.00) Dollars in value, or any donation of real property, shall be subject to the prior approval of the Board of Directors.

Section 5. Voting of Securities Held by the Corporation. Stocks or other securities owned by the corporation may be voted in person or by proxy as the Board of Directors shall specify. In the absence of any direction by the Board of Directors, such stocks or securities shall be voted by the President as he/she shall determine.

ARTICLE XI

Dissolution

Section 1. Non-judicial Dissolution. The non-judicial dissolution of the corporation shall be authorized by the vote of the Voting Member. Prior written notice of the special meeting shall have referred to the proposed dissolution action.

Section 2. Plan of Dissolution. In the event that the corporation is dissolved for any reason whatsoever, non-judicially or judicially, the plan of dissolution recommended by the Board of Directors to the Voting Member shall be in accordance with the Not-for-Profit Corporation Law of the State of New York and any other applicable laws. The plan of dissolution shall first provide for the payment of all lawful debts and liabilities of the corporation. Thereafter, all remaining assets and property of the corporation, if any, shall be administered and distributed in an equitable manner to such organizations and not-for-profit corporations which shall qualify for treatment under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or to be administered and distributed in such a manner as will best accomplish the general purposes for which the corporation was formed.

ARTICLE XII
Miscellaneous

Section 1. Form of Seal. The seal of the corporation shall be in such form as may be determined from time to time by the Board of Directors.

Section 2. Procedure for Amending By-Laws. By-Laws of the corporation may be adopted, amended or repealed, (a) at any meeting of the Voting Members, notice of which shall have included specification of the proposed action, by the vote of the voting Member of the corporation; or (b) at any meeting of the Board of Directors, notice of which shall have included specification of the proposed action, by the vote of two-thirds (2/3) of the Board of Directors; provided, however, that any By-Law adopted, amended or repealed by the Board of Directors, shall be set forth in the notice of the next meeting of the voting Member for review and approval.

[signed]
Timothy Madigan
James Christopher
Paul Kurtz

STATEMENT AS TO ACTION OF DIRECTORS
AT THE ORGANIZATIONAL MEETING OF
SECULAR ORGANIZATIONS FOR SOBRIETY, INC.

The undersigned, being all of the initial directors of SECULAR ORGANIZATIONS FOR SOBRIETY, INC., certify as follows:

1. The Certificate of Incorporation of this Corporation was duly filed by the Department of State on the 15th day of February, 1991. A copy of the Certificate of Incorporation and of the filing notice received from the Department of State is annexed hereto, and is to be inserted in the minutes.

2. The directors by unanimous vote adopted the annexed By-Laws as the By-Laws of SECULAR ORGANIZATIONS FOR SOBRIETY, INC. which By-Laws designate CODESH, INC. as the member of the Corporation, and directed that the By-Laws be inserted in the minutes.

Dated: March 22, 1991

[signed]

Paul Kurtz
Timothy Madigan
James Christopher