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11 <br />Section 5, Parliamentary Authority. Roberts Rules of Order, <br />Newly Revised, shall govern in all cases where they do not conflict <br />with the Bylaws, <br />Section 6, Objectives of Corporation. This corporation has been <br />organized for the purposes set forth in the Articles of Incorporation <br />and these Bylaws. No substantial part of the activities of the <br />corporation shall be carrying on of propaganda, or otherwise <br />attempting to influence legislation and the Corporation shall not <br />participate in or intervene in (including the publishing or <br />distribution of statements) any political campaign on behalf of any <br />candidate for public office, Notwithstanding any other provisions of <br />these Bylaws, the Corporation shall not carry on any other activities <br />not permitted to be carried on (a) by an organization exempt from <br />Federal income tax under section 501(c)(3) of the Internal Revenue <br />Code or a corresponding provision of any future Federal tax code, or <br />(b) by an organization, contributions to which are deductible under <br />section 170(c)(2) of the Internal Revenue Code, or the corresponding <br />provision of any future Federal tax code, <br />Section 7. Non Profit Corporation. No part of the net earnings <br />shall inure to the benefit of or be distributable to its officers, <br />directors or other persons in similar positions except that the <br />Corporation shall be authorized and empowered to pay reasonable <br />compensation for services rendered and to make payments and <br />distributions in furtherance of the purposes set forth herein, <br />Section 8. Merger Acquisition, Sale of Assets and Purchase of <br />Assets. The Corporation may not effect a merger with any other <br />corporation or entity, or acquire another corporation or entity, or <br />consent to the acquisition of the Corporation by any other <br />corporation, entity or individual, or allow the sale of all, or <br />substantially all, of the Corporation's assets to any other <br />corporation, entity or individual, or purchase all or substantially <br />all of another corporation or entities assets, without the unanimous <br />vote of all directors in office at the time such action is undertaken. <br />Section 9. Liquidation of Assets. In the event of dissolution <br />of the Corporation, by merger, acquisition or sale of assets, the <br />Board of Directors for said purpose shall, after paying or making <br />provision for the payment of all the liabilities and obligations of <br />the Corporation, transfer and convey all remaining assets of the <br />Corporation to a governmental agency with an exempt purpose within the <br />meaning of section 501(c)(3) of the Internal Revenue Code (or a <br />corresponding section of any future Federal tax code) which is also a <br />purpose similar to that of the Corporation, or transfer and convey all <br />remaining assets of the Corporation to Orange County, a body politic <br />of the State of North Carolina, for exclusively public purposes, Any <br />such assets not so disposed of shall be disposed of by the Court of <br />Common Pleas (known in the State of North Carolina as the Superior <br />Court) of the county in which the principal office of the corporation <br />is then located, exclusively for such purposes or to such organization <br />or organizations, as said Court shall determine, which are organized <br />and operated exclusively for such purposes. <br />Senior Care bylaws revised-NovZ003 <br />