BYLAWS OF SHAMA, Inc.

Article I - Name

1.01     Corporate Name: The name of the corporation is SHAMA, Inc.

Article 11 - Offices

2.01     Location of Corporate Office: The principal office of the corporation in the State of Wisconsin shall be located at 1200 River View Avenue, Apt #65, Stevens Point, WI 54481, or at such other locations, within or without the state, as the Board of Directors shall lawfully designate or the affairs of the corporation may require from time to time.

Article III - Aims and Purposes

3.01     Purpose of Corporation. The purpose of this corporation shall be as provided in its Articles of  Incorporation, which may include, not as a restriction or enlargement of such purposes, but as illustrative thereof, providing financial assistance and educational scholarships to low-income women of India.

3.02     Earnings. Under no circumstances will the net earnings of the corporation inure to the benefit of any private individual.

Article IV - Members

4.01  Classes of Members. The corporation is to have no members. The Board may take any action which is permitted or required to be taken by members of a non-stock corporation under the Wisconsin law by the affirmative vote of a majority of the Board of Directors, without the necessity of any prior action by the Board of Directors which would have otherwise been required by the law for such action if there were members entitled to vote on such action.

Article V - Board of Directors

5.01     General. The affairs of the corporation shall be managed by a Board of Directors, each of whom shall be of legal age.

5.01  Number. The number of directors shall be no less than 3 and no more than 20. All directors shall serve until their term shall expire or until their successors are elected or appointed. All directors shall have equal and full voting responsibilities as members of the Board of Directors.

5.03     Election: Procedure for elections will be as follows:

(a) The initial Board of Directors shall be appointed at the initial organizational meeting of the corporation's organizers.

(b) Each director will serve for a one-year term, with the term expiring at the annual Board meeting. There are no limits to the number of terms a person can serve as a Director. The President or the Secretary will ask current directors, before the annual meeting, if they wish to continue serving for another term. The executive committee will prepare a slate of candidates which will be presented at the annual meeting.

(c) Individuals to fill the membership of the Board of Directors shall be nominated by the directors at their annual meeting and elected by majority vote of the directors.

5.04     Vacancy. Vacancies occurring in the Board of Directors by death, resignation, refusal to serve, or otherwise shall be filled for the un-expired term by the remaining directors at any regular or special meeting.

5.05     Resignation. Any director may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the Board of Directors.

5.06     Removal. Any director may be removed at any time by two-thirds (2/3) majority vote of all the directors then serving.

5.07     Restriction. No director may be directly or indirectly a provider of protective services (Wisconsin Statutes, Chapter 51 and 55).

Article VI - Meetings of the Board

6.01   Place of Meetings.  The location and time of meetings of the Board of Directors shall be determined by intra-Board communication before each meeting.

6.02     Annual Meetings. The Board of Directors shall meet each year in the month of August, unless otherwise provided by resolution of the Board of Directors. Such other regular meetings of the Board of Directors shall be held at such time and place as may be specified by the resolution of the Board.
 

6.03     Special Meetinigs. Special meetings of the Board of Directors may be called at any time by two or more directors.

6.04     Notice of Meetings. Notice of any regular or special meeting of the Board of Directors shall be given at least five (5) days previous thereto by written notice sent by any usual means of communication to each director to his or her address as shown by the records of the corporation; however, notice may be waived before, at, or after any meeting.

6.05     Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting to the transaction of the business because the meeting is not lawfully called or convened.

6.06     Quorum: At all meetings of the Board of Directors, a majority of the total directors then in office shall constitute a quorum for the transaction of business. When a quorum is once present to organize the meeting, it is not broken by the subsequent withdrawal of any of those present and the meeting may be adjourned despite the absence of a quorum.

6.07     Voting of Directors. The vote of the majority of the directors at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a vote of a greater number is required by law or by these Bylaws.  Electronic & Proxy voting will continue to be an acceptable procedure.

Article VII - Compensation of Directors

7.01     Directors' Services. Directors as such shall not receive any compensation for their services as directors, but the Board of Directors may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe the procedure for approval and payment of such expenses by designated officers of the corporation. Nothing herein shall preclude a director from serving the corporation in any other capacity and receiving compensation for such services.

Article VIII - Committees

8.01     Appointment of Committees. The Board, by resolution adopted by a majority of the Board, may designate an executive committee, consisting of two or more directors, and other committees consisting of two or more persons, who may or may not be directors and may delegate to such committee or committees all such authority of the Board that it deems desirable, except that no such committee or committees, unless specifically so authorized by the Board, shall have and exercise the authority of the Board to:

(a)   Adopt, amend or repeal the Bylaws;

      (b) Fill vacancies in the Board or any committee.

8.02     Alternate Members of Committee. The Board may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee. Each member of each such committee shall serve at the pleasure of the Board. The designations of any committee and the delegation thereto of authority shall not relieve any director of any responsibility imposed by law. The executive committee or any other committee shall report action, unless the Board otherwise requires. So far as applicable, the provisions of these Bylaws relating to the conduct of meetings of the Board shall govern meetings of the executive and other committees.

Article IX - Officers

9.01     Election - Title - Term. The officers of the corporation--Shall be one President, or two Co-Presidents, a Secretary, a Treasurer and such other officers as may be appointed pursuant to these Bylaws. Each officer shall be elected annually by the Board of Directors at its annual meeting, to serve until the next ensuing annual meeting, or until a successor shall have been duly elected and shall have qualified. Any two (2) or more offices may be held by the same person, except the offices of President/Co-President and Secretary. The Board of Directors may elect or appoint, or by resolution provide for the appointment of, other officers or agents.

9.02     Removal. Any officer of the corporation may be removed at any time by the Board whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an officer shall not of itself create contract rights.

9.03     Duties. The duties of the officers of this corporation shall be such as usually appertain to such officers of corporations generally except as may be otherwise prescribed by these Bylaws or by the Board.

9.04     President/Co-President. The President/Co-President shall be the principal officer and head of the corporation, and between meetings of the Board of Directors and of the executive committee, shall have general supervision of its business and affairs, subject, however, to the right of the Board to delegate any specific power except such as may by statute be exclusively conferred upon the President/Co-President, to any other officer or officers o the corporation, to the exclusion, for the time being, of the President/Co-President.

9.05     President/Co-President to Preside. The President/Co-President shall preside at all meetings of the Board of Directors and of the executive committee, and shall appoint, subject to confirmation of the Board of Directors, and be an ex officio member of, all standing and special committees. In the absence of the President or Co-President, another officer designated by the President or Co-President shall preside at any meeting at which the President or Co-President would preside.

9.06     Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and shall keep books for that purpose; shall see that all notices are given in accordance with these Bylaws or as required by the law; be the custodian of the records of the corporation; countersign all documents required by law or by the Board of Directors; and generally perform all duties incident to the office of Secretary and other such duties as may be assigned by the Board of Directors.

9.07     Treasurer. The Treasurer shall be responsible for receiving and custody of all funds donated to or belonging to or accruing to the corporation at any time; and shall be responsible for deposit of same in the depository authorized by the directors, shall be responsible for the disbursement of same; shall issue notices of dues payable and be responsible for the collection thereof, and shall report in detail at each general meeting the-financial condition of the corporation.

9.08     Compensation. The Board shall fix the compensation of all officers of the corporation.

Article X - Contracts, Checks, Deposits, and Funds

10.01   Authorization. The Board of Directors may authorize any officer or officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notes, or other evidences 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 of Directors.

10.02   Funds. All funds of the corporation not otherwise employed shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select, or as may be designated by an officer or officers or agent or agents of the corporation to whom such power may be delegated by the Board of Directors.

10.03   Acceptance of Gifts. The Board of Directors or any officer or officers, agent or agents of the corporation to whom such authority may be delegated by the Board, may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

10.04  Bond. Upon authorization by the directors, any officer or employee of the corporation shall be bonded. The expense of furnishing any such bond shall be paid by the corporation.

Article XI - Notice and Time Requirement

I 1.01   Notice in General. In any case hereunder when notice to the directors is required or permitted, the notice shall be in writing or printed. When mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his or her address as it appears on the records of the corporation. When delivered personally or by hand, the notice shall be deemed delivered when actually received by the director.

11.02   Waiver of Notice or Lapse of Time. Whenever under the provisions of law or these Bylaws, the Board or any committee thereof is authorized to take any action after notice to any person or persons or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of such period of time, if at any time before or after such action is completed the person or persons entitled to such notice or entitled to participate in the action to be taken submits a signed waiver of notice of such requirements.

Article XII - Seal

12.01   Corporate Seal. The corporation may have a seal in the appropriate form, which seal, if one is required, shall be kept by the Secretary and which may be affixed to formal documents executed in the name of the corporation to which by law or custom the corporate seal is required to be affixed or is customarily affixed.

Article XIII - Indemnification

13.01   The corporation shall, to the fullest extent authorized by ch. 181, indemnify any director or officer of the corporation against reasonable expenses and against liability incurred by a director or officer in a proceeding in which he or she was a party because he or she was a director or officer of the corporation. These indemnification rights shall not be deemed to exclude any other rights to which the director or officer may otherwise be entitled. The corporation shall, to the fullest extent authorized by ch. 181, indemnify any employee who is not a director or officer of the corporation, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the corporation.

The corporation may, to the fullest extent authorized by ch. 181, indemnify, reimburse, or advance expenses of directors of officers.

Article XIV - Amendment

14.01   Procedure for Bylaw Revisions:  These Bylaws may be altered, amended or repealed by the Board at any regular meeting or at any special meeting called for that purpose, provided, however, that notice of proposed amendment, alteration or repeal shall be given to each director at least five (5) days prior to the date of the meeting at which the Bylaws are to be altered, amended or repealed; provided, however, that no notice shall be required if all directors are present and all vote in favor of the amendment.

As amended and unanimously approved

At the annual meeting of the Board of Directors on

August 30, 2006 in Stevens Point, WI.

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