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BYLAWS OF

Algeria Watch International,Inc.

ARTICLE 1

OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation is located in Milwaukee County, State of Wisconsin.

SECTION 2. CHANGE OF ADDRESS

The designation of the county or state of the corporation's principal office may be changed by amendment of these bylaws. The Board of Directors (BOD) may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:

Ahmed Ahmed-Yahia Dated: 11-12, 1997  Ahmed Bouzid Dated: 11-12, 1997 Karim Diff Dated: 11-12, 1997

SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the BOD may, from time to time, designate.

ARTICLE 2

NONPROFIT PURPOSES

SECTION 1. IRC SECTION 501(C)(3) PURPOSES

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES Algeria Watch International's mission is to bring to public world attention actions that (1) violate the human rights of Algerians and non-Algerians in Algeria, (2) violate or restrict freedom of expression of Algerians and non- Algerians in Algeria, (3) violate principles of democracy and fair political participation in Algeria, (4) hinder real progress towards a lasting resolution to the tragic conflict in Algeria, and (5) lead to the degradation of the economic and social conditions in Algeria; such actions Algeria Watch International will condemn and will call upon public world opinion to do likewise. By the same token, Algeria Watch International will bring to the attention of the world actions that (1) promote the human rights of Algerians and non-Algerians in Algeria, (2) promote and defend freedom of expression of Algerians and non-Algerians in Algeria, (3) promote principles of democracy and fair political participation in Algeria, (4) promote real progress towards a lasting resolution to the tragic conflict in Algeria, and (5) promote better economic and social conditions in Algeria; such actions Algeria Watch International will applaud and will call upon public world opinion to do likewise.

ARTICLE 3

DIRECTORS

SECTION 1. NUMBER

The corporation shall have 4 (four) directors and collectively they shall be known as the Board of Directors (BOD).

SECTION 2. QUALIFICATIONS

Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation shall be as follows:
 

SECTION 3. POWERS

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the BOD.

SECTION 4. OFFICES OF THE BOARD OF DIRECTORS

The four offices of the BOD are:

(i) President (ii) General Manager (iii) Treasurer (iv) General Field Officer

SECTION 5. DUTIES OF PRESIDENT

The President shall:

A. Be the chief executive officer of the corporation and shall, subject to the control of the BOD, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be prescribed from time to time by the BOD. The President shall preside at all meetings of the BOD and at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the BOD.

B. Act as official Spokesperson for the BOD.

C. Oversee all activities related to the management of Algeria Watch International's public relations activities.

D. Act as official Spokesperson for Algeria Watch International.

E. Set the agenda for the Annual Meeting.

F. Moderate all regular meetings.

G. Submit to the BOD the Annual Report at the yearly BOD meeting (See Article 6.1.F.i).

H. Submit a yearly Periodic Report to an office of this state within the time limits set by law.

I. The President may appoint executive officers to assist him/her in fulfilling the tasks of President. Although executive officer appointments and removals need not be cleared in advance with the BOD, the BOD may for any reason veto an executive officer appointment.

J. The President may remove/change the duties of any of his/her executive officers. Although executive officer removals/task changes need not be cleared in advance with the BOD, the BOD may for any reason veto an executive officer removal.

K. All staff changes must be communicated to the General Manager. No staff change will take effect until notice is provided to the General Manager.

L. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these bylaws.

SECTION 6. DUTIES OF GENERAL MANAGER

The General Manager shall:

A. Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date.

B. Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

C. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.

D. Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation.

E. Keep at the principal office of the corporation, or at such other place as the board may determine, a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

F. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.

G. Oversee elections to the Board and any other referenda that may be held.

H. Oversee all recruitment for membership activities.

I. Oversee the compliance of the Board and membership to these bylaws.

J. Oversee and maintain Algeria Watch International's official Web sites.

K. Record any staffing activities (appointments/removals/changes) in the Corpus of staffing changes. See Article 6.1.D.vii (CGEM008).

L. Submit to the BOD once every four months a General Manager's Report (See Article 6.1.F.ii) detailing the activities of the General Manager since the last report.

M. The General Manager may appoint executive officers to assist him/her in fulfilling the tasks of General Manager. Although executive officer appointments and removals need not be cleared in advance with the BOD, the BOD may for any reason veto an executive officer appointment.

N. The General Manager may remove/change the duties of any of his/her executive officers. Although executive officer removals/task changes need not be cleared in advance with the BOD, the BOD may for any reason veto an executive officer removal.

O. In general, perform all duties incident to the office of General Manager and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the BOD.

P. In the absence of the President, or in the event of his or her inability or refusal to act, the General Manager shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The General Manager shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these bylaws, or as may be prescribed by the BOD.

SECTION 7. DUTIES OF TREASURER

The Treasurer shall:

A. Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the BOD.

B. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

C. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the BOD, taking proper vouchers for such disbursements.

D. Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

E. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.

F. Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

G. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

H. Oversee and organize all activities aimed at raising funds for Algeria Watch International.

I. Submit to the BOD once four months a Financial Report (See Article 6.1.F.iii) detailing the financial transactions and standing of AW since the last report.

J. The Treasurer may appoint executive officers to assist him/her in fulfilling the tasks of Treasurer. Although executive officer appointments and removals need not be cleared in advance with the BOD, the BOD may for any reason veto an executive officer appointment.

K. The Treasurer may remove/change the duties of any of his/her executive officers. Although executive officer removals/task changes need not be cleared in advance with the BOD, the BOD may for any reason veto an executive officer removal.

L. All staff changes must be communicated to the General Manager. No staff change will take effect until notice is provided to the General Manager.

M. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the BOD.

N. In the absence of the President and the General Manager, or in the event of their inability or refusal to act, the Treasurer shall perform all the duties of the President and the General Manager, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President and the General Manager. The Treasurer shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these bylaws, or as may be prescribed by the BOD.

SECTION 8. DUTIES OF GENERAL FIELD OFFICER

The General Field Officer shall:

A. Produce once every four months an Activities Report (See Article 6.1.A.vii) detailing the activities of AW's field officers since the last report.

B. The General Field Officer may appoint executive officers to assist him/her in fulfilling the tasks of General Field Officer. Although executive officer appointments and removals need not be cleared in advance with the BOD, the BOD may for any reason veto an executive officer appointment.

D. The General Field Officer may remove/change the duties of any of his/her executive officers. Although executive officer removals/task changes need not be cleared in advance with the BOD, the BOD may for any reason veto an executive officer removal.

E. All staff changes must be communicated to the General Manager. No staff change will take effect until notice is provided to the General Manager.

F. In general, perform all duties incident to the office of The General Field Officer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the BOD.

G. In the absence of the President, the General Manager, and the Treasurer or in the event of their inability or refusal to act, the General Field Officer shall perform all the duties of the President, the General Manager, and the Treasurer, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President, the General Manager, and the Treasurer. The General Field Officer shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these bylaws, or as may be prescribed by the BOD.

SECTION 9. TERMS OF OFFICE

A. Each director shall hold office for a period of 4 (four) years and until his or her successor is elected and qualifies.

SECTION 10. ELECTIONS TO OFFICE

A. Elections to offices of the Board are held once every four years during the month of November. The BOD selects the date and announces it to the general membership no later than September 1st of that year.

B. All elections must be supervised by the General Manager of the sitting BOD.

C. All members of AW are eligible to be nominated to a BOD position, except anyone who has already been elected to serve a full BOD term. Any former BOD member who was elected to a full term, but did not, for whatever reason, complete their term, is not eligible for nomination. By the same token, a BOD member who was elected to fill a BOD vacancy between BOD elections is eligible to nomination.

D. The General Manager begins to accept nominations from AW membership on the first Tuesday of November, at midnight, North American Eastern time, and stops accepting them at the end of the following Tuesday, at midnight, North American Eastern time. Nominees will have exactly 72 hours (Wednesday, Thursday, and Friday) within which to accept or decline the nomination.

E. The ballot is then drawn by the General Manager and the election to the BOD is conducted on the Monday following the Friday in (D.) above, at midnight, North American Eastern time.

F. In case the number of BOD offices which have at least one candidate on the ballot is less than 4, then the elections are held for those offices with one or more candidates. The other offices will be considered vacant until a member is elected to the office. (See Section 11 below.)

G. The election is held for a period of exactly 24 hours.

H. Members will send exactly one e-mail to the General Manager indicating their ballot choices. The e-mail must be sent from the member's official mailing address. (See Application form.)

I. The General Manager will accept the first and only the first ballot e-mail from voting members.

J. BOD candidates who receive the most votes shall be declared winners.

J. The General Manager announces the election results no longer than 48 hours after the close of the vote (i.e., within the Tuesday or Wednesday following the vote).

K. The new BOD takes office on The First of December following the BOD elections.

SECTION 11. VACANCIES

A. Vacancies on the BOD shall exist (1) on the death, resignation or removal of any director, (2) whenever a new BOD is elected and the number of BOD officers elected is less than 4, and (3) whenever the number of authorized directors is increased.

B. Directors must give a 2-week written notice to the General manager or the BOD, before
resigning. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

C. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Exactly three members of the sitting BOD must vote to remove a director.

D. A BOD vacancy must be permanently filled through a general vote and in accordance with the regulations specified in Article 3, Section 11, no later than 30 days after the vacancy is in effect.

E. A person elected to fill a vacancy on the board shall hold office until the next election of the BOD or until his or her death, resignation or removal from office.

F. The BOD may temporarily fill a BOD vacancy for a period of 60 days by appointing an Algeria Watch International member who is not a member of the remaining sitting BOD and who satisfies the qualification requirements as specified in Article 3, Section 2. Within those 60 days, the BOD must seek nominations to the BOD. In case at least one candidate is presented, the BOD must hold a general election to elect the new BOD member(s). In case no candidate is presented to the vacant BOD position(s), the BOD may renew the vacancy appointment or appoint another AW member for an additional 60 days. In the case where a temporary appointment resigns, the replacement appointment will fill the replacement for the remaining balance of days left in the 60 days terms of the resigning temporary member.

SECTION 12. PLACE OF MEETINGS

A. The BOD shall determine where meetings are to be held.

B. Two types of meetings are recognized:

(i) Physical meeting, by which it is meant the presence in the same physical space, as in a room or a conference hall, of persons; (ii) Virtual meeting, by which it is meant the real-time communication of persons via telephone.

SECTION 13. REGULAR MEETINGS

A. A yearly meeting shall be held on the first week of November of each year, unless otherwise specified by the BOD.

B. The meeting agenda shall be written by the President of the BOD.

SECTION 14. SPECIAL MEETINGS

A. Special meetings of the BOD may be called by any member of the BOD.

B. The place and time of the meeting shall be determined by the BOD.

C. The agenda shall be written by the person calling the meeting.

D. The minutes of the meeting shall be taken by the person calling the meeting.

SECTION 15. NOTICE OF MEETINGS

A. Unless otherwise provided by the Articles of Incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the BOD:

(i) Regular Meetings. No notice need be given of any regular meeting of the BOD.

(ii) Special Meetings. At least one week prior notice shall be given by the person who called the meeting.

SECTION 16. QUORUM FOR MEETINGS

A. A quorum shall consist of 3 (three) of the members of the BOD, with the written consent of the fourth member, except in the case where the meeting concerns any disciplinary action to be taken against the fourth member, in which case, 3 (three) shall form a quorum without the need of the consent of the fourth.

B. Except as otherwise provided under the Articles of Incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 17. UNANIMITY ACTION AS BOARD ACTION

A. Every act or decision done or made by a unanimity of the directors present at a meeting duly held at which a quorum is present is the act of the BOD.

SECTION 18. CONDUCT OF MEETINGS

A. Meetings of the BOD shall be presided over by the President, or, in his or her absence, by the next-President in line.

B. The President or his replacement shall act as moderator and scribe for the meeting.

SECTION 19. NONLIABILITY OF DIRECTORS

A. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 20. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

A. The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

SECTION 21. INSURANCE FOR CORPORATE AGENTS

A. Except as may be otherwise provided under provisions of law, the BOD may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these bylaws or provisions of law.

ARTICLE 4

COMMITTEES

SECTION 1. COMMITTEES

A. The corporation shall have such other committees as may from time to time be designated by resolution of the BOD. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.

ARTICLE 5

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

A. The BOD, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation 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 specific instances. Unless so authorized, 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 to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

A. Except as otherwise specifically determined by resolution of the BOD, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.

SECTION 3. DEPOSITS

A. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the BOD may select.

SECTION 4. GIFTS

A. The BOD may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

ARTICLE 6

CORPORATE RECORDS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

A. Four types of records are identified:

i. Corpus: a historical compilation of accumulated information (e.g., minutes of meetings, financial transactions, old reports).

ii. Document: a standing record issued once at the start of AW, and updated periodically, with the old document replaced by its update.

iii. Report: a record issued periodically, detailing activities, actions, etc., and supplanted by the next report of its type.

iv. Form: a fill-in-the-blanks document to be used by members.

B. Three levels of confidentiality are identified:

i. BOD: the record may be viewed only by the BOD.

ii. General Membership: the record may be viewed by the general membership of AW, but not the general public.

iii. General Public: the record may be viewed by the general public.

C. AW adopts the following nomenclature for reports: <TypeRecord><Confidentiality><Number>. C: shall stand for Corpus, D: for Document, R: for Report, and F: for Form; BOD: for BOD confidentiality, GEM: for General membership confidentiality, and GEP: for General Public confidentiality.

D. The following Corpora shall be kept:

(i) Minutes of all meetings of directors, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof. (CBOD001)

(ii) Adequate and correct books and records of account, including accounts of corporation properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses. (CBOD002)

(iii) Proposals of Bylaws amendments. (CGEM003)

(iv) Corpus of all old Reports. (CGEM004)

(iv) Corpus of all old documents. (CGEM005)

(v) Corpus of all old forms. (CGEM006)

(vi) Corpus of Periodic reports. (CGEP007)

(vii) Corpus of staffing changes. (CGEM008)

E. The following documents shall be kept:

(i) Membership Document: A record of its members, if any, indicating their names and addresses and, when applicable, the termination date of any membership.(DGEM001)

(ii) A copy of the corporation's Articles of Incorporation and bylaws as amended to date. (DGEM002)

(iii) Division of Labor Document. (DGEP003)

F. The following reports shall be kept:

(i) Annual Report: issued by the president once a year during the annual meeting presenting the major activities of AW, its achievements, challenges and future goals for the coming years. (RGEM001)

(ii) Financial Report: issued once every four months by the treasurer detailing the financial standing and transactions of the corporation since the last report. (RGEM002)

(iii) Activities Report: issued once every four months by the General Field Officer detailing the activities of AW's field officers since the last report. (RGEM003)

(iv) General Manager Report: issued once every four months by the General Manager detailing the activities of the latter since the last report. (RGEM004)

(v) Periodic Report: issued once a year by the President, and delivered to an office of this state within the time limits set by law.

G. The following forms shall be kept:

(i) Application form for membership to AW. (FGEP001)

(ii) By-laws amendment form. (FGEP002)

SECTION 2. CORPORATE SEAL

A. The BOD may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

ARTICLE 7

IRC 501(C)(3) TAX EXEMPTION PROVISIONS

SECTION 1. LIMITATIONS ON ACTIVITIES

A. No substantial part of the activities of this 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], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

B. Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT

A. No part of the net earnings of this corporation shall inure to the benefit of, or be distributed to, its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

SECTION 3. DISTRIBUTION OF ASSETS

A. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS

A. In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

ARTICLE 8

AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT

A. Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the BOD.

B. Any member of Algeria Watch International may propose a bylaws amendment.

C. A bylaws amendment application must be filled and submitted to the General Manager via e-mail.

D. One application per amendment must be filed.

E. The application must be signed by the person making the proposal: the sponsor.

E. The proposal must be accompanied with a total of at least ten (10) names from Algeria Watch International members who support the bylaws amendment.

F. The proposal must specify exactly the wording of the new bylaw, or the new wording of the bylaw being modified, or the bylaw to be eliminated. In case a new bylaw is proposed, the exact place of the new bylaw must be indicated. In case of modification of an existing bylaw, or deletion of an existing bylaw, the exact bylaw must be specified.

G. No incomplete application may be accepted by the General Manager.

H. The BOD has the power to veto any bylaws amendment.

I. If and when the BOD approves a bylaws amendment, the bylaws amendment shall be submitted to the Algeria Watch International membership for approval.

J. The General Manager must schedule referendum on bylaws amendment(s) no later than two months after an amendment has been proposed.

K. The referendum is open at midnight, North American Eastern time, of a Tuesday selected by the General Manager and ends exactly 24 hours later (at the end of the Tuesday, at midnight, North American Eastern time). The results of the referendum must be announced by the General manager within 48 hours of the close of the referendum (i.e., on Wednesday or Thursday).

L. Whatever new bylaws modifications, additions, and/or deletions have passed will take effect 48 hours after the close of the referendum (starting on the Friday following the referendum).

ARTICLE 9

CONSTRUCTION AND TERMS

A. If there is any conflict between the provisions of these bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

B. Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.

C. All references in these bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

D. All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ADOPTION OF BYLAWS We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of 18 preceding pages, as the bylaws of this corporation.

Dated: 11-12, 1997

Ahmed Ahmed-Yahia

Ahmed Bouzid

Karim Diff
 

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