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DRAFT PFAPC By-Laws <br />(h) Initiate other activities consistent with the above purposes. <br />Section 3.02 Tax Exempt Status <br />Notwithstanding any other provision of the Articles or these By-Laws, the purposes for which the <br />Corporation is organized are exclusively charitable, scientific, literary and educational within <br />meaning of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or <br />as they may be amended. The Corporation shall not carry on any activities not permitted to be carried <br />on (1) by an organization exempt from federal income tax under Section 501(c)(3). <br />No substantial part of the Corporation's activities shall be the carrying on of propaganda, or otherwise <br />attempting to influence legislation, and the Corporation shall not participate in or intervene in <br />(including the publishing and distribution of statements) any political campaign on behalf of or in <br />opposition to any candidate for public office. <br />No part of the Corporation's net earnings shall inure to the benefit of, or be distributable to its <br />members, Directors, officers, or other private person, except that the Corporation shall be authorized <br />and empowered to pay reasonable compensation for services rendered, to make payments and <br />distributions in furtherance of the Corporation's purposes. <br />Section 3.03 Limitation <br />This Code of By-Laws for the Corporation is adopted subject to the express provisions of the Articles <br />of Incorporation, the N.C.G.S. SSA-l, et seq., and Section 501(c)(3) of the Internal Revenue Code <br />and its Regulations as they now... exist or as they may be amended..... In the event of any conflict or <br />inconsistency between any provision in this Code of By-Laws and anything in the Articles of <br />Incorporation, the N.C.G.S. SSA-1 et seq., or Section 501(c) (3) of the Internal Revenue Code and its <br />Regulations as they now-exist or as they may be amended, the latter three instruments or laws shall <br />prevail and control. No By-Law contained herein shall be adopted or used so as to disqualify the <br />Corporation as an exempt organization under .Section 501(c) (3) of the Internal Revenue Code and its <br />Regulations as they now exist or as they may be amended. <br />Article IV. OFFICE AND REGISTERED AGENT <br />Section 4.01 Office <br />The principal office of the Corporation shall be located and maintained in Orange County, North <br />Carolina in such place as the Board of Directors may determine. <br />Section 4.02 Registered Office and Registered Agent <br />The registered agent of the Corporation shall be <br />Section 4.03 Changes <br />Any change in the Corporation's registered office or agent shall be accomplished in compliance with <br />the North Carolina Non-Profit Corporation Act. <br />Article V. MEMBERSHIP <br />Section 5.01 Membership <br />The Corporation shall have no members. Any action which would otherwise require membership <br />approval shall require only approval of the Board of Directors, except as provided herein. <br /> <br />Draft 12/2 <br />