CONSTITUTION AND BYLAWS

Article I  Name

The name of this Foundation shall be:  “The Alexander McLaren Memorial
Foundation.”

Article II  Purpose

The purpose of The Alexander McLaren Memorial Foundation is to offer support and
assistance to the needs of others and the community.  The Foundation shall operate
as a non-profit organization, with no salaries or compensation of any kind to be
disbursed.  The following objectives shall set the guidelines of operation for The
Foundation:

    A. Assist the needs of persons, organizations, associations, societies, etc., that
    are deemed in keeping with the spirit, virtues and memory of Alexander
    McLaren.

    B. To promote and develop a caring and giving attitude at all Foundation
    functions as well as throughout the community.

    C. To enhance relationships within the community.

    D. To procure, receive, and distribute monies in conjunction with the
    Foundation objectives and philosophy.

Article III  Board of Directors

    A. The board of Directors for the “The Foundation” shall consist of nine (9)
    members.

    B. Members shall consist of Alexander McLaren’s surviving immediate family
    or their accepted alternates plus three (3) non-family members.

    C. The Board of Directors shall be the governing body of the organization.  For
    purposes of transacting affairs of the Foundation, a simple majority shall
    constitute a quorum of the Board.  Any monies disbursed shall be done so by a
    quorum approval.

    D. Elected members of the Board of Directors shall accept the obligations of
    their office, regular attendance at monthly and emergency meetings of the
    Board,  Members of the Board of Directors shall accept and carry out those
    tasks required to insure continued success of this organization.

    E. Continued absence from scheduled Board meetings or excessive non-
    participation shall be cause for dismissal. Should the dismissal of a Board
    member be called for, it shall require a majority vote of all the remaining
    members.  Any Board member shall be notified in writing and shall have a
    thirty (30) day period in which to dispute this dismissal in writing.


Article IV   Board and Officers Elections

    A. Alexander McLaren’s surviving immediate family members, or their
    designated and accepted representative, shall serve revolving terms with no
    term limitations.

    B. The three (3) non-family members shall be elected by a majority vote of the
    family members.

    C. Elected Board Members shall serve a term of (1) year.  (January through
    December).  There shall be no term limitations.

    D. The election of the Executive Committee shall take place at the January
    meeting.  The Board of Directors shall elect the Executive Committee;
    consisting of the President, Vice President, Treasurer, and Secretary.  The
    incoming officers shall assume office after the January meeting.  Terms of
    office shall be for a period of one (1) year.

    E. The Executive Committee shall accept the responsibility of the duties of
    their office as defined:

    1. President:
          The President shall:
    A. Preside at all meeting of the Board of Directors.
    B. Appoint, with the help of the Board of Directors all committees.
    C. Perform any duties incidental to his office, subject to the
    approval of the Board of Directors.
    D. Promptly turn over all records and pertinent materials to
    his/her successor.

    2. Vice President:
        The Vice President shall:
    A. Perform the duties of the President in the event of his/her
    absence or inability to act.
    B. Perform year-end audit of the finances as presented by the
    Treasurer.
    C. Accept the office of the President upon the completion of his
    term as Vice-President.
    D. Perform any other duties incidental to this office, subject to
    the approval of the Board of Directors.
    E. Promptly turn over all records and pertinent materials to
    his/her successor.

    3.Treasurer
      The Treasurer shall:
    A. Be responsible for all monies and financial data.
    B. Keep accurate financial records of all assets and liabilities of
    the Foundation.
    C. Certify and pay all invoices upon approval by the Board of
    Directors.
    D. Present a detailed financial report at each monthly meeting.
    E. Prepare year-end report of all financial dealing of The
    Foundation for audit to be performed by the Vice-President.
    F. Perform any other duties incidental to this office, subject to
    the approval of the Board of Directors.

    4.Secretary:
         The Secretary Shall:
    A. Record occurrences of all Foundation meetings and distribute
    to all members of the Board of Directors.
    B. Supervise all correspondence of The Foundations.
    C. Maintain an accurate and permanent record of all Foundation
    business.
    D. File and preserve all records and communications.
    E. Insure notification of all Board members of location of monthly
    meetings and any emergency meetings.
    F. Perform any other duties incidental to this office, subject to
    the approval of the Board of Directors.
    G. Promptly turn over all records and pertinent materials to
    his/her successor.

    F.  A “Committee” shall be defined as a group of people who have accepted the
    responsibility to work under the guidance and approval of the Board of
    Directors.  Any and all committees shall have a member of the Board of
    Directors as its Chairperson.  Other persons working with this Chairperson
    and representing “The Foundation shall have the approval of the Board of
    Directors.

Article V       Funds

    A. Any and all money expended shall be approved by a majority of the Board of
    Directors.

    B. All checks must be signed by a minimum of two of the four signatories.

    C. Signatory authority shall be granted to each member of the Executive
    Committee.

Article VII      Political Activity

    A. The Foundation shall not affiliate with political candidates of any political
    party or organization.

    B. This Foundation shall not endorse nor oppose any issue, public or private.
Constitution and
Bylaws