Bylaws of Institute for Biblical Research, Inc.

ARTICLE I

OFFICES

1. PRINCIPAL OFFICE and ADDRESS. The Corporation shall maintain such principal office and address as the Board of Directors shall determine from time to time.

2. REGISTERED OFFICE and AGENT. The Corporation shall maintain a registered office and a registered agent in the state of Delaware as is required by the General Corporation Law of Delaware. The registered office and registered agent may be changed from time to time by the Board of Directors.

ARTICLE II

MEMBERSHIP

1. MEMBERSHIP CERTIFICATES. The Corporation shall not issue certificates to evidence membership in the Corporation.

2. MEMBERSHIP. The qualifications and eligibility for membership and the manner of admission into membership shall be as set forth in these Bylaws. The Board of Directors shall prescribe the amount and manner of imposing and collecting initiation or other fees, annual dues, assessments, fines, and/or penalties, if any, subject to the affirmative vote of the members present at the annual meeting of the members. Membership in the Corporation shall be open to individuals who profess personal agreement with the Christian confessional affirmations of the Corporation set forth in the Articles of Incorporation. There are five categories of membership open to such professing individuals, to-wit:

A. FELLOWS. Individuals holding a lifetime membership in the Corporation shall be referred to as Fellows. Before an individual shall be considered as a candidate for membership in the Corporation as a Fellow, such individual must demonstrate to the satisfaction of the Board of Directors that he or she has been granted a doctoral research degree or an equivalent achievement in a biblical discipline (similar achievements in ancillary non-theological disciplines may be considered by the Board of Directors if the Board of Directors is satisfied that such discipline has a direct relationship to the history or literature of the Bible), and that he or she is actively engaged in research at a level of scholarship to qualify for an assistant professorship at an accredited university, college or seminary. Nomination for membership as a Fellow must be submitted in writing (or by electronic transmission) to the Board of Directors by at least two current Fellows in good standing with the Corporation on such forms and in such manner as may be prescribed by the Board of Directors from time to time. Nominations for membership as a Fellow must be received by the Secretary of the Corporation at least one month before the annual meeting of the members.  The nomination must include evidence of the requirements to be a Fellow and written affirmation (or facsimile signature) of the candidate's acceptance and agreement with the purpose and confessional affirmations of the Corporation. . The Secretary shall distribute all nominations for membership as a Fellow to the Board of Directors. The Board of Directors will determine eligibility for membership. Upon approval by the Board of Directors, the candidate shall be awarded Fellow status as a member of the Corporation. Fellows may be required to pay an annual membership fee, subscription fee and such other fees as the Board of Directors shall determine from time to time, subject to the affirmative vote of the members present at the annual meeting of the members. Fellows in good standing have the right to participate and vote at annual and special meetings of the members. Fellows are eligible for nomination to membership on the Board of Directors.

B. SENIOR FELLOWS. A Fellow may choose to become a Senior Fellow at any time upon written notification (or by electronic transmission) of his or her desire of the same delivered to the Secretary of the Corporation. Senior Fellows may be required to pay an annual membership fee, subscription fee and such other fees as the Board of Directors shall determine from time to time, subject to the affirmative vote of the members present at the annual meeting of the members. Senior Fellows shall enjoy all of the rights of membership available to Fellows; provided, however, Senior Fellows shall not be eligible to serve on the Board of Directors or to serve as officers of the Corporation.

C. ASSOCIATES. Individuals holding an annually renewable membership in the Corporation shall be referred to as Associates. Before an individual shall be considered as a candidate for membership in the Corporation as an Associate, such individual must demonstrate to the satisfaction of the Board of Directors that he or she is a doctoral candidate in an academic field of biblical study at an accredited university, college or seminary. Nomination for membership as an Associate must be submitted in writing (or by electronic transmission) to the Board of Directors by at least one Fellow in good standing with the Corporation on such forms and in such manner as may be prescribed by the Board of Directors from time to time.  The nomination must include evidence of the requirements to be an Associate and written affirmation (or facsimile signature) of the candidate's acceptance and agreement with the purpose and confessional affirmations of the Corporation. Secretary shall distribute all nominations for membership as an Associate to the Board of Directors. The Board of Directors will determine eligibility for membership. Upon approval by the Board of Directors, the candidate shall be awarded Associate status as a member of the Corporation.  Associates may be required to pay an annual membership fee, subscription fee and such other fees as the Board of Directors shall determine from time to time, subject to the affirmative vote of the members present at the annual meeting of the members. Associates may participate in annual and special meetings of the members, but shall not have voting rights in the Corporation. Upon achievement of a doctoral research degree (or an equivalent achievement in a biblical discipline as set forth in paragraph A above), an Associate may request nomination from the Board of Directors as a Fellow in the Corporation. Such nomination must be submitted in writing (or by electronic transmission) by the Associate to the Secretary of the Corporation in such manner as may be prescribed by the Board of Directors from time to time. Upon receiving the approval of the Board of Directors, the Associate shall be awarded Fellow status.

D. FRIENDS. Individuals other than biblical scholars eligible for membership as Associates or Fellows shall be referred to as Friends. Before an individual shall be considered as a candidate for membership in the Corporation as a Friend, such individual must demonstrate to the satisfaction of the Board of Directors a desire to promote the purposes of the Corporation. Nomination for membership as a Friend must be submitted in writing (or by electronic transmission) to the Board of Directors by at least one Fellow in good standing with the Corporation on such forms and in such manner as may be prescribed by the Board of Directors from time to time. The nomination must include evidence of the requirements to be a Friend and written affirmation (or facsimile signature) of the candidate's acceptance and agreement with the purpose and confessional affirmations of the Corporation. Secretary shall distribute all nominations for membership as a Friend to the Board of Directors. The Board of Directors will determine eligibility for membership. Upon approval by the Board of Directors, the candidate shall be awarded Friend status as a member of the Corporation.  Friends may be required to pay an annual membership fee, subscription fee and such other fees as the Board of Directors shall determine from time to time, subject to the affirmative vote of the members present at the annual meeting of the members. Friends may participate in annual and special meetings of the members, but shall not have voting rights in the Corporation.

E. STUDENT MEMBERS. Individuals who are Masters level students may hold an annually renewable membership in the Corporation and shall be referred to as Student Members. Before an individual shall be considered as a candidate for membership in the Corporation as a Student Member, such individual must demonstrate to the satisfaction of the Board of Directors that he or she is enrolled in a Masters level program in an academic field of biblical study at an accredited university, college or seminary. Nomination for membership as a Student Member must be submitted in writing (or by electronic transmission) to the Board of Directors by at least one Fellow in good standing with the Corporation on such forms and in such manner as may be prescribed by the Board of Directors from time to time. The nomination must include evidence of the requirements to be a Student Member and written affirmation (or facsimile signature) of the candidate’s acceptance and agreement with the purpose and confessional affirmations of the Corporation. Secretary shall distribute all nominations for membership as a Student Member to the Board of Directors. The Board of Directors will determine eligibility for membership. Upon approval by the Board of Directors, the candidate shall be awarded Student Member status as a member of the Corporation.  Student Members may be required to pay an annual membership fee, subscription fee and such other fees as the Board of Directors shall determine from time to time, subject to the affirmative vote of the members present at the annual meeting of the members. Student Members may participate in annual and special meetings of the members, but shall not have voting rights in the Corporation. Upon culmination of Masters level studies, a Student Member may request nomination for Associate or Friend status as appropriate. Such nomination must be submitted in writing (or by electronic transmission) by the Student Member to the Secretary of the Corporation in such manner as may be prescribed by the Board of Directors from time to time. Upon receiving the approval of the Board of Directors, the Student Member shall be awarded either Associate or Friend status.

3. RECORD DATE FOR MEMBERS. For the purpose of determining the members entitled to notice of or to vote at any annual or special meeting of members or any adjournment thereof, or for the purpose of any other lawful action, the record date shall be sixty days before the date of such meeting.

4. TERMINATION OF MEMBERSHIP. The Board of Directors may recommend to the members that a member be disaffiliated from the Corporation with or without cause. Such disaffiliation requires: 1) notice mailed by the Secretary of the Corporation to the last known address of the member at least six months prior to the annual meeting of the members, 2) recommendation by a majority of the whole Board of Directors for disaffiliation, and 3) the affirmative vote of two-thirds of the members present at the annual meeting of the members.

5. RESIGNATION. Any member may resign by filing a written resignation with the Secretary of the Corporation. Such resignation does not relieve the member so resigning of the obligation to pay any dues, fees, assessments, or other charges that have accrued and remain unpaid. A member shall be deemed to have resigned if the member fails to pay any dues, fees, assessments, or other charges and such sum or sums become more than two years in arrears, and such member may be disaffiliated from the Corporation. Such disaffiliation requires: 1) notice mailed by the Secretary of the Corporation to the last known address of the member at least six months prior to the annual meeting of the members, 2) recommendation by a majority of the whole Board of Directors for disaffiliation, and 3) the affirmative vote of two-thirds of the members present at the annual meeting of the members.

6. REINSTATEMENT. Upon written request and proof of continued eligibility signed by a disaffiliated member and filed with the Secretary of the Corporation, the whole Board of Directors may recommend to the membership that said disaffiliated member be reinstated to his or her previously held membership status. Reinstatement shall become effective upon the recommendation of a majority of the whole Board of Directors and upon the affirmative vote of three-fourths of the members present at the annual meeting of the members.

7. TRANSFER OF MEMBERSHIP. Membership in this Corporation is not transferable or assignable under any circumstances.

8. DEADLINES FOR RECEIPT OF NOMINATIONS. The deadlines prescribed above for receipt of nominations for Fellow, Associate and Friend may be waived at the discretion of the Membership Committee.

ARTICLE III

MEMBERSHIP MEETINGS

1. TIME. Annual meetings of the members shall be held on the Friday and Saturday before the observance of Thanksgiving in the United States of America. Special meetings of the members shall be held on a date and time fixed, from time to time, by the Directors.

2. PLACE. Annual and special meetings shall be held at such place, within or without the State of Delaware, as the Board of Directors may, from time to time, fix.

3. CALL. No call shall be required for annual meetings of the members for which the time and place have been fixed. Special meetings of the members may be called by the President or a majority of the whole Board of Directors.

4. BUSINESS OF MEETING/NOTICE OR WAIVER OF NOTICE. Written notice of all meetings of the members shall be given, stating the place, date, and hour of the meeting. The notice of the annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law of Delaware. Except as otherwise provided by the General Corporation Law of Delaware, a copy of the notice of any meeting shall be given, personally or by mail or electronic transmission, not less than thirty days nor more than forty-five days before the date of the meeting and directed to each member at his or her record address (or e-mail address) which he or she may have furnished to the Secretary of the Corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. Notice by electronic transmission shall be deemed to be given when such communication creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. Notice need not be given to any member who submits a waiver in writing (or by electronic transmission) of notice (with signature or facsimile thereof) by the member before or after the time stated therein. Attendance of a member at a meeting of members shall constitute a waiver of notice of such meeting, except when the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the members need be specified in any written waiver of notice.

5. CONDUCT OF MEETING. Meetings of the members shall be presided over by the President of the Corporation or, if the President is not present, by a chairman to be chosen by the Board of Directors present. The Secretary of the Corporation shall act as secretary of every meeting of the members, but if the Secretary is not present, the chairman of the meeting shall appoint a secretary of the meeting.

6. PROXY REPRESENTATION. Every voting member may authorize another voting member to act for him or her by proxy in all matters in which a member is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must bear the signature (or facsimile thereof) of the member and his authorized representative. No proxy shall be voted or acted upon after ninety days from its date of issue. The Board of Directors, in its discretion, may prescribe and furnish upon request proxy forms to be used by voting members.

7. QUORUM. One-fourth of the voting members must be present (or represented by proxy) at any annual or special meeting of the members of the Corporation in order to constitute a quorum at such meeting for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum.

8. VOTING. Each voting membership shall entitle the holder thereof to one vote in the election of directors, in the adoption, amendment, and repeal of these Bylaws to the extent provided for in the Articles of Incorporation, and in all proceedings upon which the General Corporation Law of Delaware confers voting power upon members entitled to vote in the election of directors. In the election of directors, a plurality of the votes cast shall elect, and voting need not be by ballot. Any other action in which members are entitled to vote shall be authorized by a majority of the votes cast at a meeting at which a quorum is present except where the General Corporation Law of Delaware prescribes a different percentage of votes, or as otherwise provided in these Bylaws.

9. INFORMAL ACTION BY MEMBERS. Any action required by the General Corporation Law of Delaware to be taken at a meeting of members or any action which may be taken at any meeting of members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be signed by voting members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those members who have not consented in writing.

10. VOTING BY MAIL. Where directors or officers are to be elected by voting members, such election may be conducted by mail or by electronic transmission in such a manner as the Board of Directors may determine from time to time.

ARTICLE IV

BOARD OF DIRECTORS

1. FUNCTIONS AND DEFINITION. The activities and affairs of the Corporation shall be, unless otherwise provided in these Bylaws, managed by or under the direction of its governing body, which is herein referred to as the Board of Directors of the Corporation. The use of the phrase "whole board" herein refers to the total number of directors which the Corporation would have if there were no vacancies.

2 QUALIFICATIONS AND NUMBER. A director must be a Fellow in good standing with the Corporation. The initial Board of Directors consists of Daniel I. Block, Michael W. Holmes and Richard A. Taylor. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the voting members at the annual meeting of the members, or, if the number is not fixed, the number shall be thirteen and shall consist of the President, immediate past President, Secretary, Treasurer, Program Secretary, Editor-in-Chief and seven at large directors.

3. ELECTION AND TERM. The first Board of Directors shall hold office until the first annual meeting of the members and until their successors are elected and qualified or until their earlier resignation or removal. At the first meeting of the members, four at large directors shall be elected to one-year terms and three at large directors shall be elected to two-year terms. Thereafter, at large directors shall serve two-year terms, with only three or four (as the case may be) at large directors of the Corporation being elected each year at the annual meeting of the members. Directors may not serve more than two consecutive terms. Any director may resign at any time upon written notice to the Secretary of the Corporation. Directors who are elected at an annual meeting of the members shall hold office until the expiration of their term of office and until their successors are elected and qualified or until their earlier resignation or removal. Nominations for membership on the Board of Directors shall be presented by the Nominating Committee to the Board of Directors. Upon acceptance by a majority of the members of the Board of Directors, nominations for membership shall be presented to the members at the annual meeting of the members. Nominations for membership on the Board of Directors also may be made by any voting member at the annual meeting of the members so long as the nominated member is present at the annual meeting of the members and is willing to stand for election.

4. MEETINGS. Annual or special meetings may be held by the Board of Directors.

A. TIME AND PLACE. Meetings shall be held at such time and place as the Board of Directors may fix.

B. CALL. No call shall be required for annual meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the President or of a majority of the whole Board of Directors then in office.

C. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for annual meetings for which the time and place have been fixed. Written, oral, or any other mode of notice (including electronic transmission) of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice (or facsimile thereof) signed by him or her before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he or she attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the directors need be specified in any written waiver of notice.

D. QUORUM AND ACTION. A majority of the whole Board of Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority constitutes at least one-third of the whole Board of Directors. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as these Bylaws otherwise provide, and except as otherwise provided by the General Corporation Law of Delaware, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any member or members of the Board of Directors or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

E. CHAIRMAN OF THE MEETING. The President shall preside at all meetings. Otherwise, any other director chosen by the Board of Directors shall preside.

5. VACANCIES. Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the members at an annual meeting of the members of the Corporation. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

6. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law of Delaware, any director or the entire Board of Directors may be removed, with or without cause, by a majority of the members then entitled to vote in an election of directors.

7. MEMBERSHIP COMMITTEE. The Board of Directors shall designate one or more directors of the Corporation and up to three Fellows who consent to serve on such committee to receive and evaluate all applications for membership in the Corporation and to recommend by majority vote those applications which the members of such committee agree merit approval by the Board of Directors.

8. NOMINATING COMMITTEE. The Board of Directors shall designate one or more directors of the Corporation and up to three Fellows who consent to serve on such committee to select and secure the consent of potential nominees for vacant or expiring positions on the Board of Directors, and to recommend by majority vote the names of such persons to the Board of Directors for nomination prior to the annual meeting of the members.

9. WORSHIP COMMITTEE. The Board of Directors shall designate one or more directors of the Corporation and up to three Fellows who consent to serve on such committee to plan and coordinate the annual worship service co-sponsored by the Corporation with the American Academy of Religion and the Society of Biblical Literature on Sunday morning following the annual meeting of the members.

10. ADDITIONAL COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more additional committees, each committee to consist of one or more of the directors of the Corporation and up to three Fellows who consent to serve on such committee or committees. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law of Delaware.

11. INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in a signed writing (including facsimile signature) setting forth the action to be taken.

12. COMPENSATION. Directors shall not receive any stated salaries for their services. Directors shall be responsible for the expense of attending meetings of the Board of Directors and meetings of the members of the Corporation; provided, however, the Board of Directors by resolution may reimburse Directors for extraordinary expenses. Nothing contained in these Bylaws is to be construed as precluding any director from serving the Corporation in any other capacity and receiving compensation for such service.

ARTICLE V

OFFICERS

1. OFFICERS. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, a Program Secretary and an Editor-in-Chief chosen from amongst the Fellows of the Corporation. No person may hold two or more offices simultaneously.

2. ELECTION, REMOVAL, VACANCIES AND TERM. Officers shall be nominated by the affirmative vote of a majority of the Board of Directors or any Fellow and elected by a majority of the voting members present at the annual meeting of the members of the Corporation. At the first meeting of the members, a President shall be elected to a three-year term, a Secretary shall be elected to a two-year term, a Treasurer shall be elected to a one-year term, a Program Chair shall be elected to a two-year term, and an Editor-in-Chief shall be elected to a five-year term. Thereafter, each officer shall be elected for a term of three years (except for the Editor-in-Chief who shall be elected to a five-year term) or until a successor has been chosen and qualified. Officers may not serve more than two consecutive terms in the same office. Any officer may be removed, with or without cause, by the affirmative vote of a majority of the members present at a special meeting of the members of the Corporation called for such purpose. Any vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term being filled.

3. AUTHORITY. All officers of the Corporation shall have such authority and perform such duties in the management and operation of the Corporation as prescribed in these Bylaws, and shall have such additional authority and duties as are incident to their office except to the extent that these Bylaws may be inconsistent therewith.

4. PRESIDENT. The President shall be the principal executive officer of the Corporation and shall generally supervise and control all of the business and affairs of the Corporation. He or she must be a Fellow in good standing with the Corporation. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where signing and execution is expressly delegated by the Board of Directors, by these Bylaws or amendments, or by statute, to some other officer or agent of the Corporation. The President must perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

5. SECRETARY. The Secretary of the Corporation shall record all of the proceedings of all meetings and actions in writing of members, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board of Directors assigns, as provided by statute or other law, and as provided by these Bylaws. He or she must be a Fellow in good standing with the Corporation. The Secretary shall see that all necessary notices are duly given in accordance with the provisions of these Bylaws or as required by statute or other law. The Secretary shall be the custodian of the corporate records. The Secretary must keep a register of the postal mailing address supplied by each member of the Corporation. The Secretary must perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors or as provided in these Bylaws.

6. TREASURER. The Treasurer must be a Fellow in good standing with the Corporation. He or she, if required by the Board of Directors, shall give a bond for the faithful discharge of the duties of the office. The bond must be in the sum and with such surety or sureties as the Board of Directors deems appropriate. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation. The Treasurer shall receive and give receipts for moneys due and payable to the Corporation from any source, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as selected from time to time by the Board of Directors. The Treasurer must perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.

7. PROGRAM SECRETARY. The Program Secretary shall chair a program committee of the Board of Directors that will suggest topics and participants for the program of the annual meeting of the members, and shall perform such other duties as the Board of Directors may require from time to time; provided, however, program participants must be either members of the Corporation or other evangelicals who subscribe to the Christian confessional affirmations of the Corporation set forth in the Articles of Incorporation. The Program Secretary may select any number of Fellows, who shall represent Old Testament and New Testament disciplines, to serve on the program committee.

8. ASSISTANT OFFICERS. The duties of any assistant officers shall be those determined to be proper by the Board of Directors. Assistant officers must also perform all duties incident to the office and such other duties as from time to time may be assigned by the respective senior officer, the President, or by the Board of Directors. Assistant officers must be Fellows in good standing with the Corporation.

9. OTHER OFFICERS. If deemed necessary, expedient, or desirable by the Board of Directors that such other officers with such titles as the resolution of the Board of Directors choosing them shall designate, the duties of those officers shall be the duties determined to be proper by the Board of Directors. Such other officers must also perform all duties incident to the office and such other duties as from time to time may be assigned by the Board of Directors.

ARTICLE VI

BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep a record of the names and addresses of the members of the Corporation and whether each member is entitled to vote at the office of the Secretary. All books and records of the Corporation may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time at the office of the Secretary.

ARTICLE VII

CORPORATE SEAL

The Corporation shall not have a corporate seal.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall end on December 31st of each year.

ARTICLE IX

DUES

The Board of Directors may determine from time to time the amount of annual membership dues payable to the Corporation by members of each class. Notice of annual membership dues shall be mailed to the members on or before October 31st by the Treasurer.

ARTICLE X

PUBLICATIONS

The Corporation may publish journals, reviews, newsletters or any other such literature which the Board of Directors deems appropriate and consistent with the operational purposes of the Corporation.

A. EDITOR-IN-CHIEF. The Board of Directors shall select an ?Editor-in-Chief? of the publications of the Corporation. The Editor-in-Chief shall serve as a member of the Board of Directors. The Editor-in-Chief also shall serve as the chief executive officer of such publications and shall assist the Board of Directors in selecting editors of the publications. The Editor-in-Chief shall serve a five year term and may serve no more than two consecutive terms.

B. EDITORIAL BOARD. The Board of Directors shall designate one or more Fellows to serve as members of an editorial board along with the Editor-in-Chief. Such board shall review and recommend articles for publication in the publications of the Corporation. The members of such committee shall serve three year terms and may serve no more than two terms.

C. ADVISING EDITORIAL BOARD. The officers of the Corporation shall serve as advisors to the Editor-in-Chief and the editorial board in assuring that publications are appropriate and consistent with the operational purposes of the Corporation.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the General Corporation Law of Delaware or under the provisions of the Articles of Incorporation or these Bylaws, a waiver in writing signed (or by facsimile signature) by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

ELECTRONIC TRANSMISSION

For purposes of these Bylaws, "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE XIII

AMENDMENT OF THE ARTICLES OF INCORPORATION AND BYLAWS

Proposed amendments to the Articles of Incorporation and these Bylaws must be submitted in writing to the Secretary of the Corporation no less than three months prior to the annual meeting of the members of the Corporation. The Secretary shall distribute copies of the proposed amendments to the Board of Directors and the voting members no less than thirty days before the annual meeting of the members. The whole Board of Directors, in its discretion, may choose to recommend acceptance or rejection of the proposed amendment(s) to the members. Proposed amendments must be approved by two-thirds of the voting members present at the annual meeting of the members of the Corporation.