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BYLAWS Adopted November 16, 2012

EnviroInsight, Inc.

Amended November 4, 2014

Statement of Purpose: Demonstrate how to sustain AZ resources through educational and public safety activities promoting environmental, strategic and efficient programs for exclusive charitable purposes.

Article 1

∫1     The name of the organization is EnviroInsight, Inc.

∫2     This organization is organized exclusively for charitable, literary, and educational purposes, including for such purposes, the making of distributions to organizations that qualify under § 501(c)(3) of the Internal Revenue Code, or any corresponding section of any future federal tax code.

The purpose of this organization is to operate as an umbrella organization that assists other, smaller entities with grant-writing, grant administration, obtaining college interns, obtaining consultants, and other educational means to assist the smaller entities with their projects.

∫3     All EnviroInsight, Inc’s document provisions are consistent with Arizona Corporation laws, and are enforceable at law and in equity.

Article 2

∫1     All directors are members.

∫2     An annual payment of $50.00 is required of members.

∫3     There will be an administrative fee of a minimum of 10% and a maximum of 25% of the grant funds for grant administration.

∫4     Membership is decided by a majority vote of the directors. A written statement of purpose, contact information and references are required before consideration by the directors.

∫5     Members must send at least one representative at least one meeting a calendar year.

∫6     Entity membership is limited to governmental units or wholly owned instrumentalities of a state or political subdivision thereof or 501(c)(3) will use their collective knowledge, training and experience to educate, train and implement EnviroInsight’s planned activities.

∫7     Direct or indirect transfer of any membership interest in EnviroInsight, Inc is prohibited to a transferee other than a § 501(c)(3) organization or governmental unit or instrumentality. Interest in EnviroInsight Inc (other than a membership interest), or its assets may only be availed of or transferred to (whether directly or indirectly) any nonmember other than a section 501(c)(3) organization or governmental unit or instrumentality in exchange for fair market value.

∫8     Any amendments to EnviroInsight, Inc’s Articles of Organization and its operating agreement (Bylaws) will be consistent with § 501(c)(3) of the International Revenue Code.

∫9      EnviroInsight, Inc is prohibited from merging with or converting into a for-profit entity.

∫10     EnviroInsight, Inc will not distribute any assets to members who cease to be organizations described in § 501(c)(3) or governmental units or instrumentalities.

∫11     Should one or more members ceases at any time to be an organization described in § 501(c)(3) or a governmental unit or an instrumentality their interest is forfeited. A forced sale of the nonexempt organization’s interest to another section 501(c)(3) organization or governmental unit or instrumentality is also acceptable. No distribution of EnviroInsight, Inc’s assets to a nonexempt member is allowed. The nonexempt member’s rights in EnviroInsight, Inc are fully terminated within ninety (90) days from the date the member’s exemption is revoked.

∫12     EnviroInsight, Inc’s exempt members will expeditiously and vigorously enforce all of their rights in EnviroInsight, Inc and will pursue all legal and equitable remedies to protect their interests in EnviroInsight, Inc.

Article 3

∫1 The board is responsible for setting policy and governing the organization and holds the power to conduct the nonprofit’s business and to delegate that power a needed to an agent of the board, normally the executive director.

∫2     There will be a maximum five (5) directors. A majority in attendance makes a quorum at meetings. Presence at meetings for both members and directors may be in person, telephonically or digitally.

∫3     The Executive Director will serve no more than three (3) years. Board members will serve for two (2) years. Members will need to re-new their statements of purpose every four (4) years.

∫4     Directors are nominated by other directors or members. The nominees have the right to decline or accept the nomination. Executive directors are selected by majority vote of the Board of Directors. A Director may vote for himself.

∫5     The directors will meet annually or by petition by board members or as directed by the Executive Director. Board members will be notified of the date, time and place of the meeting by their preferred method. (phone call, email, mail, etc.).

∫6     Board members may be removed from the board by a majority vote of the other directors. Any director missing three (3) meetings will be removed without a vote.

∫7     The voting will be conducted by a show of hands. Meetings will be governed by the latest edition of Robert’s Rules of Order.

∫8     There will be no compensation for board members.

Article 4

∫1     The Executive Director runs meetings, assigns, projects, and has final oversight over expenses.

∫2     The Assistant Director functions in the capacity of the Executive Director in his/her absence as well as facilitate the functions of the Executive Director. Otherwise, the Secretary/Treasurer will facilitate the functions of the Executive Director. The Board will see fit if an Assistant Director is needed. If so, the Board will select the Assistant Director from current Directors. A Director may vote for himself.

∫3     The treasurer oversees the financial matters of the organization and ensures that monies are deposited promptly in the appropriate accounts. The treasurer is involved in preparing the organizational budget and serves as the chairperson of the budget and finance committee. The treasurer will report quarterly to the Board of Directors. Reporting can be in person or by other means of communication.

∫4     The secretary takes and maintains minutes of board meetings and ensures that necessary reports and filings are made in a timely manner to state and federal authorities.

∫5     The Executive Program Administrator manages programs with each program administrator as a direct report to him.

Article 5

∫1     The Partnership Development Committee is responsible for establishing contacts for program development.

∫2     The Treasurer’s Committee’s duties are subject to final approval by the Board.

∫3     The Executive Director may establish special committees to undertake designated responsibilities on an as-needed basis.

Article 6

These bylaws may be amended subject to approval of a vote of 2/3 of the sitting directors.

Article 7

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of § 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. After a vote of approval from the Board, Articles of Dissolution will be filed with the Arizona Corporation Commission.

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