ARTICLE I

Members

Section 1. The annual meeting of the members of this corporation shall be held in Flagstaff, Arizona, or at such other place within the State of Arizona, as the Board of Directors from time to time may determine, on the first Monday of June of each year if not a legal holiday, and if a legal holiday, then on the next succeeding day not a legal holiday, for the election of directors and the transaction of such other business as properly may be brought before the meeting. It shall be the duty of the Secretary to mail notice of each meeting at least ten (10) days prior to the date of meeting to each member. Notice shall be sent to members at their last known address as it appears on the records of the corporation. Nevertheless, a failure to mail such notice or any irregularity in such notice or in the mailing or giving thereof shall not affect the validity of any annual meeting or of any of the proceedings at any such meeting held at the time and place herein specified.

Section 2. Special meetings of the members may be held at such places within the State of Arizona as the Board of Directors from time to time may determine, whenever called by the President, or by a majority of the members of the Board of Directors. Notice of each special meeting, showing the time and place of meeting and indicating briefly the purpose or purposes thereof, shall be given by the Secretary by delivering the same personally or by depositing a prepaid notice thereof in a United States Post Office, addressed to each member at the last known address of the member, as shown by the records for the corporation, at least seven (7) days next preceding the meeting.

Section 3. No notice to members shall be necessary for any adjourned annual or special meeting, except the statement at such meeting in making adjournment.

Section 4. Those members present at a properly noticed meeting in accordance with these by laws, irrespective of whether or not the same shall be a majority of the members, shall constitute a quorum for the disposition of any business properly before such meeting.

Section 5. At any meeting of the members, each member present at said meeting shall be entitled to one vote on any matter properly before said meeting. No member shall be entitled to nominate and appoint any person as attorney, agent or proxy for the purpose of voting at any meeting of the members.

Section 6. No notice need be given of any meeting of members at which all members are present in person and members may waive notice of any meeting before and after the holding thereof.

ARTICLE II

Directors

Section 1. The Board of Directors of the Corporation shall consist of nine (9) members, three (3) of whom shall be elected annually, who shall hold office for a term of three (3) years; provided, however, that at the election of directors held at the time of the adoption of the Bylaws, three (3) members of the Board of Directors shall be elected for the term of one year, three members of the Board of Directors shall be elected for a term of two (2) years, and three members of the board of Directors shall be elected for a term of three (3) years. Directors shall serve until their successors have been elected and qualified, and the business affairs of the corporation shall be conducted by the Board of Directors.

Section 2. The annual meeting of the Board of Directors shall be held within or without the State of Arizona upon the call of a majority of the newly elected directors as soon as practicable following adjournment of the annual meeting of the members. The Board shall meet for the purpose of electing a President and one or more Vice Presidents, a Treasurer, a Secretary, and such other officers or assistant officers as the Board of Directors may determine and for the transaction of any other business that may properly come before the meeting. Such election of officers shall be by ballot, and the affirmative vote of a majority of the whole Board of Directors shall be required for choice. Whenever a vacancy shall occur in such offices, it shall be filled in like manner at a special meeting of the Board called for such purpose or at a stated meeting, and due notice shall be given to each member of the Board of the proposed election.

Section 3. In the case of any vacancy existing on the Board of Directors through death, resignation, disqualification, or other cause, the remaining directors, by affirmative vote of a majority thereof, may elect a successor to hold office until the next annual meeting of members, at which time the members shall elect a successor to hold office for the un-expired portion of the term of the director whose place shall be vacant.

Section 4. Regular meetings of the Board of Directors may be held within or without the State of Arizona at such time and place as the Board from time to time may determine. No further notice shall be required for any such regular meeting of the Board.

Section 5. Special meetings of the Board may be called at any time by the President and shall be so called at the request in writing of a majority of the members of the Board of Directors. The Secretary shall give notice of the time and place of each special meeting at least four (4) days before the meeting to each director.

Section 6. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business; but if, at any meeting of the Board there are fewer than a quorum present, those present may adjourn the meeting from time to time.

Section 7. No notice need be given of any meeting of the Board of Directors at which all directors are present; and directors may waive notice of any meeting, both before and after the holding thereof.

ARTICLE III

Officers

Section 1. Th officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, and a Treasurer, and such other officers as from time to time may be determined by the Board of Directors. Each officer shall hold office during the pleasure of the Board of Directors. The Board of Directors may create such offices as they shall deem necessary, and the incumbents thereof shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors. The Board of Directors also from time to time may appoint such agents as it may see fit. Bonds may be required by the Board of Directors in such amounts as shall be fixed from time to time from officers, agents, or servants of the Corporation. Any two offices, except those of President and Secretary, may be held by the same person.

Section 2. The President shall preside at all meetings of the members and of the directors. The President may sign and execute all authorized contracts, checks, or other instruments of obligations in the name of the Corporation. The President, from time to time, may call special meetings of the Board of Directors whenever the President deems it proper so to do: and the President shall do so whenever a majority of the members of the Board of Directors, in writing, shall so request. The President shall do and perform such other duties and have such other powers as from time to time may be assigned by the Board of Directors.

Section 3. Each of the Vice Presidents shall have such powers and shall perform such duties as may be assigned by the Board of Directors and as may be delegated to the Vice President by the President. In the absence or disability of the President, the Vice President shall possess the power and may perform the duties of the President, unless otherwise prescribed by the Board of Directors; but as between Vice Presidents, an Executive Vice President shall have precedence over other Vice Presidents in rank and in performance of the duties of the office.

Section 4. The Secretary shall keep a record in due form of the proceedings of all meetings of the members and of the directors, and also of all committees that may be appointed by the Board of Directors. The Secretary shall attend to the giving and serving of all notices of the Corporation. All books, papers, and correspondence shall be kept in the office of the Corporation; and all such, except as the same are specially placed in the custody of the Treasurer, shall be in charge of the Secretary and at all times shall be open to the inspection of any of the directors. The Secretary or an Assistant Secretary, with the President, or a Vice Secretary, or an Assistant Secretary, with the President, or a Vice President, may sign all contracts or other corporate documents as they may be authorized by the Board of Directors; and when so ordered or authorized by the Board of Directors, shall affix the seal of the Corporation thereto; and the Secretary shall perform the duties usually pertaining to that office and have such other duties and powers as may be assigned by the Board of Directors.

Section 5. The Board of Directors may appoint one or more Assistant Secretaries. Each Assistant Secretary shall have such powers and shall perform such duties as may be assigned by the Board of Directors.

Section 6. The Treasurer shall keep a record of all moneys received and paid out of the Corporation and of all vouchers and receipts given therefor. The Treasurer shall have general charge of all books, vouchers, and papers belonging to the Corporation, except such as are under the special control of the Secretary; and the Treasurer shall perform such other duties as are incident to the office of Treasurer and shall have such other duties and powers as may be assigned by the Board of Directors.

Section 7. The Board of Directors may appoint one or more assistant Treasurers. Each Assistant Treasurer shall have such powers and shall perform such duties as may be assigned by the Board of Directors.

Section 8: The Board of Directors may by majority vote appoint one or more persons as director emeritus. The director emeritus shall be persons whom the Board of Directors recognizes for extraordinary service to the Corporation. The director emeritus may attend and participate in the meetings of the Board of Directors but shall not be entitled to vote. The director emeritus shall have such other duties and powers as may be assigned by the Board of Directors.

ARTICLE IV

Fiscal Year

The fiscal year of the Corporation shall be May 1 to April 30 of the following year.

ARTICLE V

Depositaries

The Board of Directors from time to time may select one or more banks for the deposit of corporate funds, to be withdrawn as such Board may direct.

ARTICLE VI

Seal

The corporate seal of the Corporation shall be circular in form with the name of the Corporation and the word “Arizona” and the word and figures “Incorporated 1951” appearing thereon.

ARTICLE VII

Membership

Section 1. Membership in this Corporation is open to any person who can qualify under the regulations as hereinafter set forth:

(a) Such person must be a resident of the State of Arizona and of good moral character who has, in the opinion of the Board of Directors, previously shown an interest in the charitable and educational activities existing in Coconino County, Arizona.

(b) Such person shall be in good faith interested in the charitable and educational purposes of this Foundation.

(c) Such person shall have given to the Board of Directors such assurance as they may require that he or she has contributed, or will contribute his or her services or items of property for the purpose of furthering the charitable and educational purposes of this Foundation.

Section 2. Memberships in this Corporation shall be for an indefinite term. Memberships shall be terminated by the death or resignation of the member or by the Board of Directors when the Directors shall determine that such member is no longer actively and in good faith interested in the charitable and educational activities of the Corporation. Memberships shall have no pecuniary value whatsoever and cannot be bought, sold or transferred.

Section 3. New members may be nominated by any member of the Board of Directors of the Corporation, or by three members of the Corporation. Nomination petitions shall be submitted to the Board of Directors by March 31st of each year. The nomination petition shall be accompanied by: (1) a brief recitation of the qualifications of the nominee, as set forth in paragraphs (a) and (b) of Section 1 of Article VII; and (2) a letter of assurance from the nominee that he or she agrees to contribute his or her services and time for the purposes of furthering the charitable and educational purposes for the Foundation. The Board of Directors will then consider the nomination petitions during the regular April meeting of the Board of Directors. New members who are approved will be invited to the next succeeding annual meeting of the membership.

ARTICLE VIII

Amendments

These Bylaws may be amended or repealed or new Bylaws adopted by affirmative vote of a majority of the Board of Directors at any annual meeting or at any regular or special meeting when the notice or waiver of notice of such meeting shows the changes proposed to be made.

ARTICLE IX

Indemnification and Exemption

The Corporation shall indemnify each of its officers, directors and employees, whether or not then in office (and its executors, administrators and heirs) against all reasonable expenses actually or necessarily incurred by him or her, including but not limited to judgments, attorney’s fees and court costs in connection with the defense of any litigation or administrative proceeding to which he or she may have been made a party because he or she is or was a director, officer or employee of the Corporation. Provided, however, he or she shall have no right to reimbursement in relation to matters which he or she has been adjudged liable to the Corporation. The private property of the member, directors, officers, employees and independent contractors shall be forever exempt from all Corporation debt and liabilities of any kind.

ARTICLE X

Robert’s Rules of Order

The then current issue of Robert’s Rules of Order shall govern at all meetings of the Corporation