BYLAWS OF THE

BAY AREA FRIENDS OF ARMENIA

A California Nonprofit Public Benefit Corporation

The name of this Corporation is the BAY AREA FRIENDS OF ARMENIA.

The principal office for the transaction of the business of the Corporation shall be located in the City of San Francisco, California. The Directors may change the principal office from one location to another, and this section shall be amended accordingly.

The Board of Directors may at any time establish branch offices, either within or without the State of California, in order to advance the proper purposes of the Corporation.

This Corporation has been formed under the California Nonprofit Public Benefit Corporation Law for charitable, scientific, literary and educational purposes and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office. The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in the furtherance of the charitable and public purposes described in its Articles of Incorporation.

The primary objectives and purposes of this Corporation shall be to advance Health, Education and Welfare within the Republic of Armenia, using educational, technical and material assistance and exchange, with the goal of improving the standard of life of the people and citizens of the Republic of Armenia. This Corporation is non-political, non-religious and exclusively charitable in its purposes and objectives.

The properties and assets of this nonprofit Corporation are irrevocably dedicated to public benefits and/or charitable purposes. No part of the net earnings, properties or assets of this Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any Director or Officer of this Corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its exempt status under Section 501 (c) (3) of the Internal Revenue Code.

The authorized number of Directors shall be not less than three (3) nor more than twenty-one (21) as the Board shall determine.

2. Members of the initial Board of Directors shall be elected for term of one (1), two (2) or three (3) years, arranged so that in no year will more than on-third of the occupied seats become vacant due to the expiration of terms. Subsequent elections to the Board shall be for a term of three (3) years, arranged so that not more than one-third of the seats on the Board become vacant in any year.

    

   SECTION 5.4

   QUALIFICATION OF BOARD MEMBERS

   Any person aged 18 years or older may be nominated or elected to serve as a Director. Directors need not be residents of the State of California.

    

   SECTION 5.5

   VACANCIES

   (a) Events Causing Vacancy: A vacancy on the Board of Directors shall be deemed to exist at the occurrence of any of the following:

   (i) The death, resignation, or removal of any Director.

   (ii) The declaration by resolution of the Board of Directors of a vacancy in the office of a Director who has been declared of unsound mind by an order of the court or convicted of a felony or has been found by final order or judgement of any court to have breached a duty under Corporation Code section 5231 and following of the California Nonprofit Corporation Law.

   (iii) The failure of the Board, at any meeting of the Board to which any Director is to be elected, to elect the Director to be elected at such meeting.

   (iv) The increase of the authorized number of Directors.

   (b) Resignation: Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the Chairman of the Board, the President, or the Secretary, unless the notice specifies a later time for the resignation to become effective. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs.

   (c) Removal:

   (i) Any Director may be removed, with or without cause by the vote of the majority of the members of the entire Board of Directors at a special meeting called for that purpose, or at regular meetings, provided notice of that meeting and the removal questions are given as provided in Section 5.8 (b). Any vacancy caused by the removal of a Director shall be filled as provided in Section 5.5 (d).

   (ii) The following provisions are intended to deal with a situation when Directors do not attend meetings, and a quorum cannot be constituted over an extended period of time because an insufficient number of Board members are present. Any Director who does not attend three (3) successive Board meetings will automatically be removed from the Board without Board resolution unless:

   A. The Director requests a leave of absence for a limited period of time, and the leave is approved by the Directors at a regular or special meeting. If such a leave is granted, the number of Board members will be reduced by one in determining whether a quorum is or is not present.

   B. The Director suffers from an illness or disability which prevents him or her from attending meetings and the Board by resolution waives the automatic removal procedure of this subsection (ii).

   C. The Board by resolution of the majority of Board members agrees to reinstate the Director who has missed three (3) meetings.

   (d) Filling of Vacancies: Any vacancy caused by the death, resignation, or removal of a Director shall be filled by appointment by a two-thirds majority vote of the Board of Directors.

    

   SECTION 5.6

   PLACE OF MEETING; MEETING BY TELEPHONE

   Regular meetings of the Board of Directors may be held at any place within or outside of the State of California, as designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board shall be held at any place within or outside of the State of California, as designated in the notice of the meeting, or if not stated in the notice, at the principal office of the Corporation. Notwithstanding the above provisions of this Section 5.6, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.

    

   SECTION 5.7

   ANNUAL MEETINGS

   The Board of Directors shall hold an annual meeting at a time and place designated by the Board of Directors for purposes of electing officers, designating committees, and transacting regular business. Notice of these meetings shall be by first-class mail postmarked not less than ten (10) nor more than forty (40) days in advance thereof, except that any Director may waive notice as provided in Section 5.8 (c).

    

   SECTION 5.8

   SPECIAL MEETINGS

   (a) Authority to Call: Special meetings of the Board of Directors for any purpose may be called at any time by the Chairman of the Board, the President, or any two (2) Directors.

   (b) Notice: Notice of any special meeting of the Board of Directors shall be given to all Directors either by first-class mail at least four (4) days in advance or by notice delivered personally or by telephone or telegraph at least forty-right (48) hours in advance except that such notice may be waived by any Director as set forth in paragraph (c) below.

3. Waiver of Notice: The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the Corporation records or made part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

A majority of the Board of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 5.11. Every act or decision done or made by a majority of the Directors present at a meeting held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of any Director, if any action taken is approved by at least a majority of the quorum required for meeting.

A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. Such notice may be waived in the same manner as set forth under Section 5.8 (c).

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board, individually or collectively, consent in writing to the action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Directors may receive reimbursement of expenses as may be determined by resolution of the Board of Directors to be just and reasonable. Directors shall not otherwise be compensated.

Not more than 49% of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (a) any person compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, (b) Any shareholder, employee or officer of any corporation, or partner or employee of any partnership, which has rendered compensated services to the corporation within the previous twelve (12) months, and (c) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any person described in (a) or (b) hereof. Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any transaction entered into by the Corporation.

The Board of Directors may, by resolution adopted by a majority of the Directors then in office, designate one or more Committees to serve at the pleasure of the Board. Members of Committees need not be members of the Board, but at least one Board member shall serve on each Committee. Any member of any Committee may be removed, with or without cause, at any time by the Board. Any Committee, to the extent provided in the resolution of the Board, shall have all or a portion of the authority of the Board, except that no Committee, regardless of the Board resolution, may:

1. Fill vacancies on the Board of Directors or on any Committee;

The Board of Directors may adopt rules for any Committee not inconsistent with the provisions of these Bylaws.

Pursuant to Section 6.1, the Board may appoint two (2) or more Directors and the President of the Corporation, to serve as the Executive Committee of the Board. The Executive Committee, unless limited by resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Corporation between meetings of the Board; provided, however, that the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Section 6.1.

The Corporation shall have the following officers: President, Vice-President, Secretary, and Treasurer, and such other officers as the Board may designate by resolution and appoint pursuant to Section 7.3. Officers need not be Directors. One person may hold two or more offices, except those of President and Secretary, and President and Treasurer.

The Officers of the Corporation, except those appointed in accordance with the provisions of Section 7.3 of this Article, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of any Officer under a contract of employment.

The Board of Directors may appoint, and may authorize the President or any other Officer to appoint, any other Officers that the business of the Corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified by the Bylaws or determined from time to time by the Board of Directors.

Subject to rights, if any, under any contract of employment, any Officer may be removed, with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or, except in the case of an Officer chosen by the Board of Directors, by an officer on whom such power of removal has been conferred by the Board of Directors.

Any Officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Any resignation shall take effect at the date of receipt of that notice or at any later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party.

A vacancy in any Office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointments to that office.

The Corporation shall keep at its principal executive office the original or a copy of the Articles and Bylaws as amended to date.

The accounting books, records, and minutes of the proceedings of the Board of Directors and any Committee(s) of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed or printed form.

Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

The Corporation shall prepare and mail or deliver to each Director an annual statement of the amount and circumstances of any transaction or indemnification of the following kind:

1. No Director or Officer of this Corporation, nor any other corporation, firm, association, or other entity in which one or more of this Corporation's Directors or Officers are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless

   (i) the material facts regarding such Director's or Officer's financial interest in such contract or transaction and/or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the Board of such contract or transaction;

   (ii) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote or votes of such interested Director(s);

   (iii) prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation under the circumstances that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and

   (iv) this Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into.

2. The provisions of this section do not apply to a transaction which is part of an educational or charitable program of the Corporation if it:

The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, unless approved by the Attorney General of the State of California; provided, however, that the Corporation may advance money to a Director or Officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such Director or Officer, provided that in the absence of such advance such Director or Office would be entitled to be reimbursed for such expenses by the Corporation.

This Corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any action or proceeding by reason of the fact that such person is or was an Officer, Director, or agent of this Corporation, or is or as serving at the request of this Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, or other enterprise, against expenses, judgement, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding, to the fullest extent permitted under the Nonprofit Corporation Law of the State of California.

In determining whether indemnification is available to the Director, Officer or agent of this Corporation under California Law, the determination as to whether the applicable standard of conduct set forth in Section 5238 of the California Nonprofit Corporation Law has been met shall be made by a majority vote of a quorum of Directors who are not parties to the proceeding. If the number of Directors who are not parties to the proceeding is less than two-thirds of the total number of Directors seated at the time the determination is to be made, the determination as to whether the applicable standard of conduct has been met shall be made by the court in which the proceeding is or was pending.

The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

This Corporation shall have the power to purchase and maintain insurance on behalf of any Director, Officer, or agent of the Corporation, against any liability asserted against or incurred by the Director, Officer, or agent in any such capacity or arising out of the Director's, Officer's, or agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under Section 10.1 of these Bylaws; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any Director, Officer, or agent of the Corporation for any self-dealing transactions, as described in Section 5233 of the California Nonprofit Corporation Law.

The fiscal year of the Corporation shall end on August 31.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular.

Bylaws may be adopted, amended, or repealed by a majority vote of the entire Board of Directors.

I, the undersigned, the duly elected Secretary of the BAY AREA FRIENDS OF ARMENIA, a California corporation, do hereby certify:

That the foregoing Bylaws consisting of 14 pages, were adopted as the Bylaws of the Corporation by the Directors of the Corporation on February 13, 1993 and the same do now constitute the Bylaws of said Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 10th day of March 1993.