THE INNOCENT LIVES FOUNDATION

(a Pennsylvania nonprofit corporation)

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BYLAWS

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1. OFFICES AND SEAL.

1. Registered Office.  The Innocent Lives Foundation (the “Foundation”) shall have and continuously maintain in the Commonwealth of Pennsylvania a registered office which may, but need not, be the same as its place of business.  After incorporation, a change of the location of the registered office may be authorized at any time by the board of directors (the “Board”) and established by an amendment of the Articles of Incorporation (the “Articles”) of the Foundation or by filing a Change of Registered Office with the Pennsylvania Department of State in the manner provided by law.

2. Other Office(s).  The Foundation may also have offices at such other places as the Board may from time to time appoint or the business of the Foundation may require.

3. Seal.  The Foundation seal shall have inscribed thereon the name of the Foundation, the year of its organization and the words “Corporate Seal, Pennsylvania”.  The affixation of the Foundation’s seal shall not be necessary to the valid execution, assignment or endorsement by the Foundation of any instrument or other document.

2. CORPORATE PURPOSE.

4. Purpose.  The Foundation is incorporated under the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the “Law”), for the following purposes:  the Foundation is incorporated exclusively for charitable, religious, educational and scientific purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future federal tax code, the “Code”), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under §501(c)(3) of the Code, and specifically, without limitation, in order to increase awareness, educate and provide services to victims of sextortion, child pornography and human trafficking.

3. MEETINGS AND NOTICES.

5. Regular Meetings.  Regular meetings of the Board may be held at such times and at such places within or without this Commonwealth as the Board may from time to time establish.  There shall, however, be at least one regular meeting per year (the “Annual Meeting”), to be held on the 31st day of July of each year or a date agreed up by the Board.

6. Special Meetings.  Special meetings of the Board may be called at any time, upon written request, by the president or two or more directors.  It shall be the duty of the secretary to fix the time of the meeting, which shall be held not more than 60 days after the receipt of the request.  If the secretary shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so.

7. Notice Requirement.

1. Notice of a regular meeting or the Annual Meeting of the Board need not be given, except by the adoption of a resolution by the Board establishing the places, dates and times of regular meetings.

2. Notice of a special meeting of the Board shall be given to each director in writing at least (i) five (5) days prior to the day named for a meeting that will consider a fundamental change; or (ii) two (2) days prior to the day named for the meeting in any other case.

3. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board need be specified in the notice of the meeting.  

8. Manner of Giving Notice.  Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof, by:

4. first-class or express mail, postage prepaid, or courier service, charges prepaid, to the person’s postal address appearing on the books of the Foundation or, in the case of directors or members of another body, supplied by the person to the Foundation for the purpose of notice.  Notice shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier services for delivery to that person; or

5. facsimile transmission, e-mail or other electronic communication to the person’s facsimile number or address for e-mail or other electronic communication supplied by the person to the Foundation for the purpose of notice.  Notice shall be deemed to have been given to the person entitled thereto when sent.

A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these Bylaws.  When a special meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

9. Waivers.  Whenever any written notice is required to be given under the Law, the Articles or the Bylaws of the Foundation, a waiver that is filed with the secretary of the Foundation in record form, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice.  Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting.  Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

10. Organization of Meetings.  At every meeting of the Board, one of the following officers present, in the order stated, shall act as chairman of the meeting: the president, the vice president or a person chosen by a majority of the directors present.  The secretary or, in the absence of the secretary, an assistant secretary, or, in the absence of the secretary and the assistant secretaries, any person appointed by the chairman of the meeting, shall act as secretary of the meeting.

4. BOARD OF DIRECTORS.

11. Management of the Foundation.  The business and affairs of the Foundation shall be managed by the Board, who shall be natural persons of full age and who need not be residents of this Commonwealth.  The Board shall exercise all powers of the Foundation.

12. Number, Term, Election.  The Board shall consist of not less than one (1) nor more than eleven (11) in number, as the Board may from time to time determine.  Directors shall be elected by the Board at the Annual Meeting of the Board, and each director shall be elected for a term of one (1) year and until his/her successor has been selected and qualified or until his/her earlier death, resignation or removal.

13. Powers.  In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Foundation and do all such lawful acts and things as permitted pursuant to the Articles and the Law.  No part of the net earnings shall inure to the benefit of any individual except that the Foundation may pay reasonable compensation for services rendered to further the purposes of the Foundation.

14. Quorum.  A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board.

15. Director Voting.  Every director of the Foundation entitled to vote shall be entitled to one vote on each action presented to the directors for a vote.  All votes must be made in person and may not be by proxy, voting trust or other means.  Voting may be by voice, hand, written ballot, mail or any other reasonable means determined by the Board which may include such electronic or other means of voting by directors participating in a meeting, as the Board may from time to time determine.

16. Consent.  Any action required or permitted to be approved at a meeting of the directors may be approved without a meeting if a consent or consents, and such consent or consents may be sent electronically through e-mail or other verifiable electronic means, to the action in record form are signed or sent, before, on or after the effective date of the action, by all of the directors in office on the date the last consent is signed or sent.  The consent or consents must be filed with the secretary of the Foundation.

17. Compensation.  The directors shall not receive any salary for their services as directors, but may be reimbursed by the Foundation for any out of pocket expenses reasonably incurred for such service.

18. Vacancies.  The Board may declare vacant the office of a director if he/she is (i) absent from three (3) consecutive, regular meetings of the Board; (ii) convicted of an offense punishable by imprisonment for a term of thirty (30) days or more; (iii) declared of unsound mind by an order of court; or (iv) if within sixty (60) days after notice of his/her selection, he/she does not accept such office either in writing or by attending a meeting of the Board.

19. Corporate Asset.  No director of the Foundation shall have right, title or interest in or to any property or assets of the Foundation, either prior to or at the time of any liquidation or dissolution of the Foundation, all of which properties and assets shall at the time of any liquidation or dissolution shall be distributed as directed by the directors of the Foundation pursuant to the provisions of the Law, the Code and the Articles.

20. Committees.  The Board may establish one or more committees of the Board as it may determine, from time to time.  Without limiting the number of types of committees that the Board may establish, the Board may establish an Executive Committee, consisting of the Foundation’s president and such other officers or directors as the Board may determine.  Any committee, to the extent provided in the resolution of the Board, shall have and may exercise all of the powers and authority of the Board, except that no such committee shall have any power or authority as to the following:

6. the filling of vacancies in the Board of the Foundation;

7. the adoption, amendment or repeal of these Bylaws;

8. the amendment or repeal of any resolution of the Board; and

9. action on matters committed by a resolution of the Board to another committee of the Board.

5. OFFICERS.

21. Election and Term.  The officers of the Foundation shall be a president, vice president, secretary and treasurer and such other officers and assistant officers as the needs of the Foundation may require.  All the officers shall be elected by the Board and shall be natural persons of full age.  Each officer shall be elected for a term of one (1) year and until his/her successor has been selected and qualified or until her/her earlier death, resignation or removal.  The officers shall have such authority and shall perform such duties as are provided by the Bylaws and as shall from time to time be prescribed by the Board.  It shall not be necessary for the officers to be directors and any number of offices may be held by the same person.  The Board may secure the fidelity of any or all such officers by bond or otherwise.

22. Resignations.  Any officer may resign at any time upon written notice to the Foundation.  The resignation shall be effective upon receipt thereof by the Foundation or at such subsequent time as may be specified in the notice of resignation.

23. Removal.  Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Foundation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

24. President’s Duties and Powers.  The president shall be the chief executive officer of the Foundation.  The president, or in the absence of the president, the vice president, shall have general and active management of the affairs of the Foundation.  The president shall preside at all meetings of the directors.  The president shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the president, to any other officer or officers of the Foundation.  The president shall execute bonds, mortgages and other documents requiring a seal, under the seal of the Foundation.  The president shall be EX-OFFICIO a member of all committees, and shall have the general powers and duties of supervision and management usually vested in the office of the president.

25. Secretary’s Duties and Powers.  The secretary of the Foundation, or in the absence of the secretary, the assistant secretary, shall attend all sessions of the Board and act as clerk thereof, and record all the votes of the Foundation and the minutes of all its transactions in a book to be kept for that purpose; and shall similarly perform like duties for all committees of the Board when required.  The secretary shall give, or cause to be given, notice of all meetings of the Board and shall perform, or cause to be performed, such other duties as may be prescribed by the Board or president, and under whose supervision the secretary shall be.  The secretary shall keep in safe custody the corporate seal of the Foundation, and when authorized by the Board, affix the same to any instrument requiring it.

26. Treasurer’s Duties and Powers.  The treasurer of the Foundation, or in the absence of the treasurer, the assistant treasurer, shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Foundation, and shall keep the monies or the Foundation in a separate account to the credit of the Foundation.  The treasurer shall disburse the funds of the Foundation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions as treasurer and of the financial condition of the Foundation.

27. Chairman of the Board of Directors. The Chairman role will rotate annually at the beginning of the fiscal year. The Chairman of the Board of Directors shall not be allowed to serve two consecutive terms.

6. VACANCIES.

28. Vacancies – Officers.  If the office of any officer or agent, one or more, becomes vacant for any reason, the Board may choose a successor or successors, to serve for the balance of the unexpired term and until a successor is selected and qualified.

29. Vacancies – Board.  All vacancies on the Board, including vacancies resulting from any authorized increase in the number of directors, shall be filled by a majority of the remaining directors and each person so appointed shall be a director to serve for the balance of the unexpired term and until a successor is selected and qualified.

7. BOOKS AND RECORDS.

30. Books and Records.  The Foundation shall keep minutes of the proceedings of the directors and committees having any of the authority of the Board.  The Foundation shall also keep appropriate, complete and accurate books or records of account.  The records provided for herein shall be kept at either the registered office of the Foundation in this Commonwealth, at its principal place of business, wherever situated, or any actual business office of the Foundation.

31. Audit.  The Foundation shall, if and when required or desirable, cause an audit to be performed by a firm of independent certified public accountants.

8. FINANCIAL TRANSACTIONS.

32. Authorization.  Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers, agent or agents, in addition to the officer so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Foundation, and such authority may be general or confined to specific instances.

33. Checks.  All checks, drafts or other orders for payment of money, and all notes, bonds or other evidence of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents, employee or employees of the Foundation and in such manner as shall from time to time be determined by resolution of the Board.  In the absence of such determination by the Board, such instruments shall be signed by the treasurer and countersigned by the president of the Foundation.

34. Deposits.  All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such bank or banks, trust companies or other depositories as the Board may select.

35. Fiscal Year.  The fiscal year of the Foundation shall begin the 1st day of July each year.

36. Funding Sources.  The Board may accept on behalf of the Foundation any contribution, grant, gift, funding allocation, bequest or devise for its general purposes or any special purpose of the Foundation.

9. MISCELLANEOUS PROVISIONS.

37. Conference Telephone or other Electronic Technology.  One or more persons may participate in a meeting of the Board or another body by means of conference telephone or other electronic technology by means of which all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

38. Board of Directors’ Annual Report.  The president and treasurer of the Foundation shall present annually to the Board a report, which shall be filed with the minutes of the Annual Meeting of the Board, showing in appropriate detail the following:

10. The assets and liabilities, including the trust funds, of the Foundation as of the end of the fiscal year immediately preceding the date of the report.

11. The principal changes in assets and liabilities, including trust funds, during the fiscal year immediately preceding the date of the report.

12. The revenue of receipts of the Foundation, both unrestricted and restricted to particular purposes, for the fiscal year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Foundation.

13. The expenses or disbursements of the Foundation, for both general and restricted purposes, during the fiscal year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Foundation.

39. Roberts Rules of Order.  The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all the matters of procedure not specifically covered by the Bylaws or by the specific rules of procedure adopted by the Board; except, however, that in the event of a conflict between such rules and these Bylaws, these Bylaws shall prevail.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION.

40. Limitation of Liability.  To the fullest extent that the Law allows either the elimination or the limitation of the liability of directors and officers of nonprofit corporations, no director or officer of the Foundation shall be personally liable for monetary damages for any action taken by him/her as director or officer or for his/her failure as a director or officer to take any action.

41. Indemnification.  Except as expressly prohibited under the Law, the Foundation shall indemnify every person who is or was a director or officer of the Foundation and who by reason of such fact is a party to or is threatened to be made a party to any action, suit, or other proceeding of any nature (whether civil or criminal, and whether or not brought by or in the right of the Foundation) against all liability for judgments, fines, damages, punitive damages, penalties, excise taxes assessed with respect to employee benefit plans, amounts paid in settlement of or in connection with such action, suit or other proceeding, and all expenses including attorney’s fees incidental thereto.

14. A person who is not a director or officer of the Foundation in circumstances in which such person is a party to a proceeding referred to in this Article 10 may be indemnified by the Foundation in the discretion of the Board to the same extent that the Foundation would be required by this Article 10 to indemnify such person if he/she had been a director or officer of the Foundation.

15. The right of indemnification provided in this Article 10 shall constitute a contract between the Foundation and each of its directors, officers, or other indemnitee and shall not be deemed exclusive of other rights to which any director or officer may be entitled as a matter of law or under the Articles, or any Bylaw, agreement, vote of the Board, or otherwise.  Said right of indemnification shall continue as to persons who have ceased to be directors or officers of the Foundation and shall inure to the benefit of their personal representatives, heirs and assignees.

16. To the extent that a representative of the Foundation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referenced to herein, or in defense of any claim, issue or matter herein, he/she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection therewith.

17. Expenses incurred in defending a similar criminal action, suit or proceeding shall be paid by the Foundation in advance of the final disposition of such action, suit or proceeding as authorized by the Board or other body in a specific case upon receipt of an undertaking by or on behalf of the representative to pay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Foundation as authorized in this Article 10.

18. The indemnification provided in this Article 10 shall not be deemed exclusive of any rights to which a person seeking indemnification may be entitled under any agreement, vote of members of disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a representative and shall inure to the benefit of the heirs and personal representatives of such a person.  This Article 10 shall not affect the liability of a representative with respect to the administration of assets held by the Foundation pursuant to those provisions of the Law relating to the authority to take and hold trust property.

19. the Foundation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the Foundation, or is or was serving at the request of the Foundation as a representative of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the Foundation would have the power to indemnify him/her against such liability under the provisions of this Article 10.  Such insurance is declared to be consistent with the public policy of the Commonwealth.

11. INTERESTED DIRECTORS OR OFFICERS; QUORUM.

42. General Rule.  A contract or transaction between the Foundation and one or more of its directors or officers or between the Foundation and another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other foundation in which one or more if its directors or officers are directors or officers or have a financial or other interest, shall not be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the Board that authorizes the contract or transaction, or solely because the vote of the director or officer is counted for that purpose, if:

20. the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors even though the disinterested directors are less than a quorum; or

21. the contract or transaction is fair as to the Foundation as of the time it is authorized, approved or ratified by the Board.

43. Quorum.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board that authorizes a contract or transaction specified in Section 11.1 above.

12. AMENDMENTS.

44. General.  These Bylaws may be altered, amended or repealed and new Bylaw provisions may be adopted by majority vote of the Board at any regular or special meeting, provided a quorum, as provided in these Bylaws, be present.  Any change in these Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.