ARTICLE ONE NAME, LOCATION, OFFICES 1.1 NAME: The name of this corporation shall be: Philadelphia NORML 1.2 REGISTERED OFFICE: The Corporation shall maintain a registered office in Philadelphia, Pennsylvania, and shall have an agent whose address is the same. 1.3 OTHER OFFICES: The principal office and any other office(s) shall be located in Philadelphia as the Board of Directors or Corporation may determine is necessary or desirable to conduct the affairs of the Corporation. ARTICLE TWO Purpose 2.1 NON-PROFIT CORPORATION: The Corporation shall be organized and Operated as a Non-Profit Corporation under the provisions of the Pennsylvania Non-Profit Corporation Act. 2.2 SECTION 501 (c)( 3) ONLY: The purpose of the Corporation, as set forth in the Articles, shall be exclusively within the meaning of Section 501 (c)(3) of the Internal Revenue Code, as specified in the Articles of Incorporation. 2.2 GOVERNING INSTRUMENTS: The Corporation shall be governed by the articles of incorporation and the bylaws. ARTICLE THREE Board of Directors 3.1 AUTHORITY AND RESPONSIBILITY OF THE BOARD OF DIRECTORS (a) Authority, government, and management of affairs concerning the Corporation shall be vested in the Board of Directors. All powers, duties, and functions of the Corporation as conferred by the articles of incorporation, these bylaws, local statutes, common law, court decisions, or otherwise; shall be exercised, performed, or controlled by the Board of Directors. (b) As the governing body, the Board of Directors shall supervise, control, and manage the affairs and property of the Corporation. The Board of Directors shall determine policy or change policy for the purpose of doing the business of the Corporation. (c) The Board of Directors may appoint advisors whose advice and support may be necessary in determining policy or achieving success in the execution of programs and events. Said appointees shall serve as the Advisory Board to the Corporation. Members of the Advisory Board shall be appointed based on affirmative majority vote of the Board of Directors. Advisory Board appointee's shall serve no specific term of appointment. Removal of Advisory Board members shall be by affirmative majority vote of Board of Directors. (d) The Board of Directors shall be authorized to employ person or persons including, but not limited to; attorneys, executive director, fund raiser, agent, and assistants as necessary for management of the Corporation. The Board of Directors may authorize payment as compensation for services rendered or expenses incurred. 3.2 Initial and Regular Board of Directors The regular Board of Directors shall consist of no less than three (3) or more than thirteen (13) members. Each Director shall serve until such time when they resign or as per the removal rules of 3.4 . Each Director shall be entitled to one (1) vote on decisions of policy or practice brought before the Board for determination or disposition. In the event a person holds both the title of executive director and Board member, then said person may vote, on matters before the Board of Directors, only in the event of a tie. Initial Board of Directors constructed as follows: (1) - Director and Executive Director (2) Nikolas Varrone - Director and Treasurer (3) Chris Bujak - Director (3) Mat Stochum - Director (5) Carl J Romanelli - Director 3.3 Nominations (a) Any Director may nominate an individual from within, or outside of Board for positions of Treasurer and/or Executive Director. If positions are filled by a person or persons not yet on the Board; said appointment shall also constitute appointment as a Director. Any vacancies may be filled by nomination of any Director. (b) Any member may nominated to the board of directors and may petition the board for nomination to the board. To become a board member the nominated board member must be approved by a majority of board meetings. 3.4 Removal Any Director may be removed at any regular meeting of the Board of Directors by majority vote. This is handled at the discretion of the board. 3.5 Resignation Any Director may resign by providing written notice to remaining Directors. Resignation shall be effective immediately upon delivery to Directors. 3.6 Compensation No Director shall receive salary, compensation, or expense reimbursement unless authorized by majority vote of Board of Directors. 3.7 Officers Except as specified by the bylaws, there shall be no officers of the Corporation. ARTICLE FOUR MEETINGS OF THE BOARD OF DIRECTORS 4.1 Regular Meetings The Board of Directors shall meet as it deems necessary. Regular meetings should occur at least quarterly at a place and time agreed to by Directors. 4.2 Quorum A majority of the Board of Directors shall constitute a quorum. 4.3 Calling Meetings Meetings may be called by any Director serving notice in writing on existing Directors. Telephone conference calls or other electronic means shall constitute a meeting providing notice is provided all Directors and a quorum exists at said meeting. 5.4 Minutes Minutes of Board Meetings will be kept by Director appointed at said meeting(s). ARTICLE FIVE CHECKS, DEPOSITS, AND FUNDS 5.1 Checks Checks issued on behalf of the Corporation shall only be issued by the Treasurer. Issues payable shall be decided by majority vote of the Board of Directors. 5.2 Deposits and Gifts All funds of the Corporation shall be deposited in such banks or depositories as selected by the Board of Directors. 5.3 Books and Records The Corporation shall keep correct and complete books and records of account. 5.4 Banking Depositories The corperation shall try to keep it's fends in a co-operative banking institution such as a Credit Union. ARTICLE SIX INSURANCE AND INDEMNIFICATION 6.1 Indemnification In the event any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed legal action, suit or proceeding seeks indemnification from the Corporation against judgments, fines, amounts paid in settlement and expenses, including legal fees incurred in connection with such action, suit, or proceeding by reason of the fact that said person is or was a director, officer, employee, or agent of the Corporation, then unless indemnification is ordered by a court, the Corporation shall determine or cause to be determined in the matter provided by Pennsylvania law, whether or not indemnification is proper under the circumstances. 6.2 Insurance To the extent provided and permitted by Pennsylvania law, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, pending person's notification. ARTICLE SEVEN ENVIRONMENTAL STATUS 7.1 Commitment to sustainability. The corperation shall make every effort to contribute to the sustainable growth of the community in the corperation's purchases and practices. 7.2 Practices a) The corperations shall make every effort to avoid the use of chlorine in it's purchases whenever possible. b) The corperation shall make every effort to puchase paper that does not contribute to deforestation. Post consumer and hemp derrived paper shall be purchased instead of paper made from trees. c) The corperation shall make every effort to purchase items that can either be recycled or composted. d) The office of the corperation shall recieve it's power from 100% sustainable energy such as solar, wind, and hydroelectric sources. 7.3 Openness to new practices The corperation shall be responsive to new infomation and be willing to change it's environmental practices if though extensive scientific study new environmental information is learned. Board members concerned about the environment need to present such a study to the board at least one meeting before proposing a new environmental practice as a revision to the bilaws. ARTICLE EIGHT REVISION 8.1 Ammendments to the Bilaws must be introduced at least one meeting before actual voting on ammendments. 8.2 The bilaws may be ammended with a 2/3 majority of the board.