BYLAWS
OF
COMMUNITY ALLIANCE, INC.
(As amended on October 19, 2007
ARTICLE I
OFFICES
The registered office of Community Alliance, Inc. (the "Corporation"),
shall be located in the State of Nevada. The Corporation may have its
principal office and such other offices either within or without the
State of Nevada as the Board of Directors of the Corporation (the
"Board") may designate or as the business of the Corporation may
require.
The registered office of the Corporation in the Articles of
Incorporation (the "Articles") need not be identical with the principal
office.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held each year on a date and at a time and place to be
determined by resolution of the Board, for the purpose of electing
directors and for the transaction of such other business as may come
before the meeting. If the election of directors shall not be held on
the day designated for the annual meeting of the shareholders, or at
any adjournment thereof, the Board shall cause the election to be held
at a special meeting of the shareholders.
Section 2. Special Meetings. Special meetings of the shareholders for
any purpose, unless otherwise provided for by statute, may be called by
the president, the Board or by the president at the request of the
holders of not less than one-tenth of all the shares of the Corporation
entitled to vote at the meeting.
Section 3. Place of Meeting. The Board may designate any place,
either within or without the State of Nevada, as the place of meeting
for any annual or special meeting. If no designation is made, the
place of meeting shall be the registered office of the Corporation in
the State of Nevada.
Section 4. Notice of Meeting. Written notice, stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered as the
laws of the State of Nevada shall provide.
Section 5. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board may fix in advance
a date (the "Record Date") for any such determination of shareholders,
which date shall be not more than 50 days prior to the date on which
the particular action requiring such determination of shareholders is
to be taken. If no Record Date is fixed by the Board, the Record Date
for any such purpose shall be ten days before the date of such meeting
or action. The Record Date determined for the purpose of
ascertaining the number of shareholders entitled to notice of or to
vote at a meeting may not be less than ten days prior to the meeting.
When a Record Date has been determined for the purpose of a meeting,
the determination shall apply to any adjournment thereof.
Section 6. Quorum. If less than a quorum of the outstanding shares as
provided for in the Articles are represented at a meeting, such meeting
may be adjourned without further notice for a period which shall not
exceed 60 days. At such adjourned meeting, at which a quorum shall be
present, any business may be transacted which might have been
transacted at the original meeting. Once a quorum is present at a duly
organized meeting, the shareholders present may continue to transact
business until adjournment, notwithstanding any departures of
shareholders during the meeting which leave less than a quorum.
Section 7. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.
Section 8. Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the
Secretary of the Corporation before or at the time of the meeting. No
proxy shall be valid after 11 months from the date of its execution,
unless otherwise provided in the proxy. Proxies shall be in such form
as shall be required by the Board of Directors and as set forth in the
notice of meeting and/or proxy or information statement concerning such
meeting.
Section 9. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by agent or proxy as the
bylaws of such corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may determine
as evidenced by a duly certified copy of either the bylaws or corporate
resolution.
Neither treasury shares nor shares held by another corporation, if the
majority of the shares entitled to vote for the election of directors
of such other corporation is held by the Corporation, shall be voted at
any meeting or counted in determining the total number of outstanding
shares at any given time.
Shares held by an administrator, executor, guardian or conservator may
be voted by such fiduciary, either in person or by proxy, without a
transfer of such shares into the name of such fiduciary. Shares
standing in the name of a trustee may be voted by such trustee, either
in person or by proxy, but no trustee shall be entitled to vote shares
held by a trustee without a transfer of the shares into such trust.
Shares standing in the name of a receiver may be voted by such receiver
and shares held by or under the control of a receiver may be voted by
such receiver, without the transfer thereof into the name of such
receiver if authority so to do is contained in an appropriate order of
the court by which the receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred on the books of the
Corporation into the name of the pledgee, and thereafter the pledgee
shall be entitled to vote the shares so transferred.
Section 10. Action by Consent of all Shareholders. Any action
required to be taken, or which may be taken at a meeting of the
shareholders may be taken without a meeting, if a consent in writing,
before or after the action, a written consent thereto is signed by
stockholders holding at least a majority of the voting power, except
that if a different proportion of voting power is required for such an
action at a meeting, then that proportion of written consent is
required. In no instance where action is authorized by written consent
need a meeting of stockholders be called or notice given. Such written
consent or consents shall be filed with the minutes of the Corporation.
Such action by written consent of all entitled to vote shall have the
same force and effect as a unanimous vote of such shareholders.
Section 11. Inspectors. The Board may, in advance of any meeting of
shareholders, appoint one or more inspectors to act at such meeting or
any adjournment thereof. If the inspectors shall not be so appointed
or if any of them shall fail to appear or act, the chairman of the
meeting may appoint inspectors. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors
shall determine the number of shares outstanding and the voting power
of each, the number of shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies and shall receive
votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result and do
such acts as are proper to conduct the election or vote with fairness
to all shareholders. On request of the chairman of the meeting or any
shareholder entitled to vote thereat, the inspectors shall make a
report in writing of any challenge, request or matter determined by
them and shall execute a certificate of any fact found by them.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The Board shall have the power to manage
the business and affairs of the Corporation in such manner as it sees
fit. In addition to the powers and authorities expressly conferred
upon it, the Board may do all lawful acts which are not directed to be
done by the shareholders by statute, by the Articles or by these
Bylaws.
Section 2. Number, Tenure and Qualifications. The number of directors
of the Corporation shall not be less than one. Each director shall
hold office until the next annual meeting of shareholders and until a
successor director has been elected and qualified, or until the death,
resignation or removal of such director. Directors need not be
residents of the State of Nevada or shareholders of the Corporation.
Section 3. Regular Meetings. A regular meeting of the Board shall be
held, without other notice than this Bylaw, immediately after and at
the same place as the annual meeting of shareholders. The Board may
provide, by resolution, the time and place, either within or without
the State of Nevada, for the holding of additional regular meetings,
without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board may be
called by or at the request of the Chairman of the Board, the Chief
Executive Officer or any two directors. The person or persons
authorized to call special meetings of the Board may fix any place,
either within or without the State of Nevada, as the place for holding
any special meeting of the Board called by them.
Section 5. Telephonic Meetings. Members of the Board and committees
thereof may participate and be deemed present at a meeting by means of
conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other at the same
time.
Section 6. Notice. Notice of any special meeting of the Board shall
be given by telephone, telegraph or written notice sent by mail.
Notice shall be delivered at least one day prior to the meeting (five
days before the meeting if the meeting is held outside the State of
Nevada) if given by telephone or telegram or if delivered personally.
If notice is given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered by the telegraph company.
Written notice may be delivered by mail to each director at such
director's business or home address and, if mailed, shall be delivered
at least five days prior to the meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so
addressed with postage thereon prepaid. Any director may waive notice
of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting 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 regular or special meeting of the Board need be specified in
the notice or waiver of notice of such meeting.
Section 7. Quorum. A majority of the total membership of the Board
shall constitute a quorum for the transaction of business at any
meeting of the Board, but if a quorum shall not be present at any
meeting or adjournment thereof, a majority of the directors present may
adjourn the meeting without further notice.
Section 8. Action by Consent of All Directors. Any action required to
be taken, or which may be taken at a meeting of the Board may be taken
without a meeting, if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors entitled to vote with
respect to the subject matter thereof. Such written consent or
consents shall be filed with the minutes of the Corporation. Such
action by written consent of all entitled to vote shall have the same
force and effect as a unanimous vote of such directors at a meeting of
directors at which a quorum is present.
Section 9. Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be an act of
the Board.
The order of business at any regular or special meeting of the Board
shall be:
1. Record of those present.
2. Secretary's proof of notice of meeting, if notice is not
waived.
3. Reading and disposal of unapproved minutes, if any.
4. Reports of officers, if any.
5. Unfinished business, if any.
6. New business.
7. Adjournment.
Section 10. Vacancies. Any vacancy occurring in the Board by reason
of an increase in the number specified in these Bylaws, or for any
other reason, may be filled by the affirmative vote of a majority of
the remaining directors, though less than a quorum of the Board may
remain at the time such meeting considering filling such vacancies is
held.
Section 11. Compensation. By resolution of the Board, the directors
may be paid their expenses, if any, for attendance at each meeting of
the Board and may be paid a fixed sum for attendance at each meeting of
the Board and a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor or from receiving
compensation for any extraordinary or unusual services as a director.
Section 12. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board at which action on any corporate
matter is taken shall be presumed to have assented to the action taken
unless the dissent of such director shall be entered in the minutes of
the meeting, filed in writing with the person acting as the secretary
of the meeting before the adjournment thereof or forwarded by
registered mail to the Secretary of the Corporation immediately after
the meeting. Such right to dissent shall not apply to a director who
voted in favor of such action.
Section 13. Executive or Other Committees. The Board, by resolution
adopted by a majority of the entire Board, may designate among its
members an executive committee and one or more other committees, each
of which, to the extent provided in the resolution, shall have all of
the authority of the Board, but no such committee shall have the
authority of the Board in reference to amending the Articles, adopting
a plan of merger or consolidation, recommending to the shareholders the
sale, lease, exchange or other disposition of all or substantially all
of the property and assets of the Corporation otherwise than in the
usual and regular course of its business, recommending to the
shareholders a voluntary dissolution of the Corporation or a revocation
thereof, or amending the Bylaws. The designation of such committees
and the delegation thereto of authority shall not operate to relieve
the Board, or any member thereof, of any responsibility imposed by law.
Any action required to be taken, or which may be taken at a meeting of
a committee designated in accordance with this Section of the Bylaws,
may be taken without a meeting, if a consent in writing setting forth
the action so taken shall be signed by all those entitled to vote with
respect to the subject matter thereof. Such written consent or
consents shall be filed with the minutes of the Corporation. Such
action by written consent of all entitled to vote shall have the same
force and effect as a unanimous vote of such persons.
Section 14. Resignation of Officers or Directors. Any director or
officer may resign at any time by submitting a resignation in writing.
Such resignation takes effect from the time of its receipt by the
Corporation unless a date or time is fixed in the resignation, in which
case it will take effect from that time. Acceptance of the resignation
shall not be required to make it effective.
Section 15. Notice Requirements for Director Nominations. Any
nomination for election to the Board of Directors by the stockholders
otherwise than pursuant to Board resolution must be submitted to the
Corporation's secretary no later than 25 days and no more than 60 days
prior to the meeting of stockholders at which such nominations are to
be submitted. In the event notice of the meeting at which such
nomination is desired to be submitted is not mailed or otherwise sent
to the stockholders of the Corporation at least 30 days prior to the
meeting, the Corporation must receive the notice of intent to nominate
no later than seven days after notice of the meeting is mailed or sent
to the stockholders by the Corporation. Notices to the Corporation's
Secretary of intent to nominate a candidate for election as a director
must give the name, age, business address and principal occupation of
such nominee and the number of shares of stock of the Corporation held
by such nominee within seven days after filing of the notice, a signed
and completed questionnaire relating to the proposed nominee (which
questionnaire will be supplied by the Corporation to the person
submitting the notice) must be filed with the Secretary of the
Corporation. Unless this notice procedure is followed, the chairman of
a stockholders' meeting may declare the nomination defective and it may
be disregarded.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be a
president, a secretary and a treasurer, all of whom shall be executive
officers and each of whom shall be elected by the Board, and such other
officers as the Board may designate from time to time. A Chairman of
the Board, Vice Chairman of the Board and one or more Vice Presidents
shall be executive officers if the Board so determines by resolution.
Such other officers and assistant officers, as may be deemed necessary,
shall be designated administrative assistant officers and may be
appointed and removed as the Chief Executive Officer decides. Any two
or more offices may be held by the same person, except the offices of
President and Secretary.
Section 2. Election and Term of Office. The executive officers of the
Corporation, to be elected by the Board, shall be elected annually by
the Board at its first meeting held after each annual meeting of the
shareholders or at a convenient time soon thereafter. Each executive
officer shall hold office until the resignation of such officer or
until a successor shall be duly elected and qualified, until the death
of such executive officer, or until removal of such officer in the
manner herein provided.
Section 3. Removal. Any officer or agent elected or appointed by the
Board may be removed by the Board whenever, in its judgment, the best
interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the
person so removed.
Section 4. Vacancies. A vacancy in any executive office because of
death, resignation, removal, disqualification or otherwise may be
filled by the Board for the unexpired portion of the term.
Section 5. The Chairman of the Board. If a Chairman of the Board (the
"Chairman") shall be elected by the Board, the Chairman shall preside
at all meetings of the shareholders and of the Board. The Chairman may
sign, with the officers authorized by the Chief Executive Officer or
the Board, certificates for the shares of the Corporation and shall
perform such other duties as from time to time are assigned by the
Chief Executive Officer or the Board. The Chairman of the Board may be
elected as the Chief Executive Officer, in which case the Chairman
shall perform the duties hereinafter set forth in Article IV, Section
7, of these Bylaws.
Section 6. The President. The President may sign, with the officers
authorized by the Chief Executive Officer or the Board, certificates
for shares of the Corporation and shall perform such other duties as
from time to time are assigned by the Chief Executive Officer or the
Board. The President may be elected as the Chief Executive Officer of
the Corporation, in which case, the President shall perform the duties
hereinafter set forth in Article IV, Section 7, of these Bylaws.
Section 7. The Chief Executive Officer. If no Chairman shall be
elected by the Board, the President shall be the Chief Executive
Officer of the Corporation. If a Chairman is elected by the Board, the
Board shall designate, as between the Chairman and the President, who
shall be the Chief Executive Officer. The Chief Executive Officer
shall be, subject to the control of the Board, in general charge of the
affairs of the Corporation. The Chief Executive Officer may sign, with
the other officers of the Corporation authorized by the Board, deeds,
mortgages, bonds, contracts or other instruments whose execution the
Board has authorized, except in cases where the signing and execution
thereof shall be expressly delegated by the Board or these Bylaws to
some other officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed.
Section 8. The Vice Chairman of the Board. If a Chairman shall be
elected by the Board, the Board bay also elect a Vice Chairman of the
Board (the "Vice Chairman"). In the absence of the Chairman or in the
event of the death or inability or refusal to act of the Chairman, the
Vice Chairman shall perform the duties of the Chairman and when so
acting shall have all of the powers of and be subject to all of the
restrictions upon the Chairman. The Vice Chairman may sign, with the
other officers authorized by the Chief Executive Officer or the Board,
certificates for shares of the Corporation and shall perform such other
duties as from time to time may be assigned by the Chief Executive
Officer or the Board.
Section 9. The Vice President. In the absence of the President or in
the event of the death or inability or refusal to act of the President,
the Vice President shall perform the duties of the President, and when
so acting shall have all the powers of and be subject to all the
restrictions upon the President. In the event there is more than one
Vice President, the Vice Presidents in the order designated at the time
of their election, or in the absence of any designation, then in the
order of their election, shall perform the duties of the President and,
when so acting, shall have all the powers of and shall be subject to
all the restrictions upon the President. Any Vice President may sign,
with the other officers authorized by the Chief Executive Officer or
the Board, certificates for shares of the Corporation and shall perform
such other duties as from time to time may be assigned by the Chief
Executive Officer or the Board.
Section 10. The Secretary. Unless the Board otherwise directs, the
Secretary shall keep the minutes of the shareholders' and directors'
meetings in one or more books provided for that purpose. The Secretary
shall also see that all notices are duly given in accordance with the
law and the provisions of the Bylaws; be custodian of the corporate
records and the seal of the Corporation; affix the seal or direct its
affixation to all documents, the execution of which on behalf of the
Corporation is duly authorized; keep a list of the address of each
shareholder; sign, with the other officers authorized by the Chief
Executive Officer or the Board, certificates for shares of the
Corporation; have charge of the stock transfer books of the Corporation
and perform all duties incident to the office of Secretary and such
other duties as may be assigned by the Chief Executive Officer or by
the Board.
Section 10. The Treasurer. If required by the Board, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board shall determine. He
shall have charge and custody of and be responsible for all funds and
securities of the Corporation, receive and give receipts for monies due
and payable to the Corporation from any source whatsoever and deposit
all such monies in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with
the provisions of the Bylaws. The Treasurer may sign, with the other
officers authorized by the Chief Executive Officer or the Board,
certificates for shares of the Corporation and shall perform all duties
incident to the office of Treasurer and such other duties as from time
to time may be assigned by the Chief Executive Officer or the Board.
Section 11. Assistant Officers. The Chief Executive Officer may
appoint such other officers and agents as may be necessary or desirable
for the business of the Corporation. Such other officers shall include
one or more assistant secretaries and treasurers who shall have the
power and authority to act in place of the officer for whom they are
elected or appointed as an assistant in the event of the officer's
inability or unavailability to act in his official capacity. The
assistant secretary or secretaries or assistant treasurer or treasurers
may sign, with the other officers authorized by the Chief Executive
Officer or the Board, certificates for shares of the Corporation. The
assistant treasurer or treasurers shall, if required by the Board, give
bonds for the faithful discharge of their duties in such sums and with
such sureties as the Board shall determine. The assistant secretaries
and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the Chief Executive Officer or the Board.
Section 12. Salaries. The salaries of the executive officers shall be
fixed by the Board and no officer shall be prevented from receiving
such salary by reason of the fact that such officer is also a director
of the Corporation. The salaries of the administrative assistant
officers shall be fixed by the Chief Executive Officer.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board may authorize any officer or
officers, agent or agents, to enter into any contract on behalf of the
Corporation and such authority may be general or confined to specific
instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or other orders
for the payment of money, notes or other evidence of indebtedness,
issued in the name of the Corporation, shall be signed by such officer
or officers, agent or agents, of the Corporation and in such manner as
shall from time to time be determined by resolution of the Board.
Section 3. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the
Board may select.
ARTICLE VI
CERTIFICATES FOR SECURITIES AND THEIR TRANSFER
Section 1. Certificates for Securities. Certificates representing
securities of the Corporation (the "Securities") shall be in such form
as shall be determined by the Board. To be effective, such
certificates for Securities (the "Certificates") shall be signed by (i)
the Chairman or Vice Chairman or by the President or a Vice President;
and (ii) the Secretary or an assistant Secretary or by the Treasurer or
an assistant treasurer of the Corporation. Any of all of the
signatures may be facsimiles if the Certificate is either countersigned
by the transfer agent, or countersigned by the facsimile signature of
the transfer agent and registered by the written signature of an
officer of any company designated by the Board as registrar of
transfers so long as that officer is not an employee of the
Corporation.
A Certificate signed or impressed with the facsimile signature of an
officer, who ceases by death, resignation or otherwise to be an officer
of the Corporation before the Certificate is delivered by the
Corporation, is valid though signed by a duly elected, qualified and
authorized officer, provided that such Certificate is countersigned by
the signature of the transfer agent or facsimile signature of the
transfer agent of the Corporation and registered as aforesaid.
All Certificates shall be consecutively numbered or otherwise
identified. Certificates shall state the jurisdiction in which the
Corporation is organized, the name of the person to whom the Securities
are issued, the designation of the series, if any, and the par value of
each share represented by the Certificate, or a statement that the
shares are without par value. The name and address of the person to
whom the Securities represented hereby are issued, the number
of Securities, and date of issue, shall be entered on the Security
transfer books of the Corporation. All Certificates surrendered to the
Corporation for transfer shall be cancelled and no new Certificate
shall be issued until the former Certificate for a like number of
shares shall have been surrendered and cancelled, except that, in case
of a lost, destroyed or mutilated Certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as the Board
may prescribe.
Section 2. Transfer of Securities. Transfers of Securities shall be
made only on the security transfer books of the Corporation by the
holder of record thereof, by the legal representative of the holder who
shall furnish proper evidence of authority to transfer, or by an
attorney authorized by a power of attorney which was duly executed and
filed with the Secretary of the Corporation and a surrender for
cancellation of the certificate for such shares. The person in whose
name Securities stand on the books of the Corporation shall be deemed
by the Corporation to be the owner thereof for all purposes.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be determined by resolution of
the Board.
ARTICLE VIII
DIVIDENDS
The Board may declare, and the Corporation may pay in cash, stock or
other property, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and its Articles.
ARTICLE IX
SEAL
The Board may provide a corporate seal, circular in form, having
inscribed thereon the corporate name, the state of incorporation and
the word "Seal." The seal on securities, any corporate obligation to
pay money or any other document may be facsimile, or engraved, embossed
or printed.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these Bylaws or
under the provisions of the Articles or under the provisions of the
applicable laws of the State of Nevada, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether
before, at or after the time stated therein, shall be deemed equivalent
to the giving of such notice.
ARTICLE XI
INDEMNIFICATION
The Corporation shall have the power to indemnify any director,
officer, employee or agent of the Corporation or any person serving at
the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise to the fullest extent permitted by the laws of the
State of Nevada.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended, repealed or replaced by new
Bylaws by the Board at any regular or special meeting of the Board.
ARTICLE XIII
UNIFORMITY OF INTERPRETATION AND SEVERABILITY
These Bylaws shall be so interpreted and construed as to conform to the
Articles and the statutes of the State of Nevada or of any other state
in which conformity may become necessary by reason of the qualification
of the Corporation to do business in such foreign state, and where
conflict between these Bylaws and the Articles or a statute has arisen
or shall arise, the Bylaws shall be considered to be modified to the
extent, but only to the extent, conformity shall require. If any Bylaw
provision or its application shall be deemed invalid by reason of the
said nonconformity, the remainder of the Bylaws shall remain operable
in that the provisions set forth in the Bylaws are severable.
Certified to be the Bylaws of
COMMUNITY ALLIANCE, INC.
By: /s/A. Terry Ray
------------------------
A. Terry Ray, Secretary