ARTICLE I - NAME, PURPOSE, MISSION STATEMENT

Section 1: Name.

The name of the organization shall be Bastard Nation: The Adoptee Rights Organization.

Section 2: Principal Office.

The Principal Office for the transaction of the activities and affairs of Bastard Nation: The Adoptee Rights Organization shall be 238 Richland Avenue, San Francisco, CA 94110.

Section 3: Dedication of Assets.

The corporation's assets are irrevocably dedicated to public benefit purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any Director or officer of the corporation. The corporation is a Public Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes and is operated exclusively for the promotion of social welfare and educational purposes within the meaning of Section 510(c)(4), Internal Revenue Code. Specifically, it is organized and operated to promote the social welfare of adoptees.

Section 4: Mission Statement.

It is the mission of Bastard Nation: Bastard Nation is dedicated to the recognition of the full human and civil rights of adult adoptees. Toward that end, we advocate the opening to adoptees, upon request at age of majority, of those government documents which pertain to the adoptee's historical, genetic, and legal identity, including the unaltered original birth certificate and adoption decree. Bastard Nation asserts that it is the right of people everywhere to have their official original birth records unaltered and free from falsification, and that the adoptive status of any person should not prohibit him or her from choosing to exercise that right. We have reclaimed the badge of bastardy placed on us by those who would attempt to shame us; we see nothing shameful in having been born out of wedlock or in being adopted. Bastard Nation does not support mandated mutual consent registries or intermediary systems in place of unconditional open records, nor any other system that is less than access on demand to the adult adoptee, without condition, and without qualification.

ARTICLE II - MEMBERSHIP

Section 1: Requirements.

Membership in Bastard Nation is open to anyone dedicated to the purposes of Bastard Nation who abides by the requirements of good standing as described below.

Section 2: Good Standing:

A member in good standing shall:

a) maintain current payment of annual dues,  and b) uphold the Bylaws and Mission Statement of Bastard Nation.

Section 3: Annual Dues and Membership Classes.

Annual Dues may be set from time to time by the Board of Directors. Bastard Nation has two classes of membership designated as “Proud Bastard” and “Friends of Bastards”. Membership as a Proud Bastard is open to adoptees. All others may join as Friends of Bastards. Organizations may subscribe to Bastard Nation publications for an annual fee. Members may also be honored for their financial support of Bastard Nation by the following titles: “Sponsor” at an annual minimum of One Hundred Dollars ($100.00), “Patron” at an annual minimum of Two Hundred and Fifty Dollars ($250.00), and “Benefactor” at an annual minimum of Five Hundred Dollars ($500.00). Annual dues may be set at the discretion of the Board to accommodate group/family membership options and demonstrated senior/student/hardship levels. Membership includes, but is not limited to, discounts to Bastard Nation conferences and merchandise, advance notice of events, legislative alerts, discounts to education and training workshops, and a subscription to the newsletter.

Section 4: Revocation for Failure to Pay Dues.

Membership discontinued because of non-payment of annual dues may be reinstated upon delivery of full payment to the Treasurer.

Section 5: Termination of Membership for Failure to Support Bylaws and Mission Statement.

Membership in Bastard Nation may be terminated for the following reasons:

• open and consistent disagreement with Bastard Nation and its purposes to the point of disrupting the operation of the organization; or,

• conduct likely to bring disgrace or disrepute upon Bastard Nation.

Before a decision is made regarding revocation of membership, a Reviewing Committee consisting of three members of the Board of Directors of Bastard Nation shall confer and inquire into the circumstances If the Reviewing Committee deems necessary, a special meeting of all members of the Board and Standing Committee members may convene to consider revocation. The Reviewing Committee shall give fifteen (15) days prior notice of the termination to the member and the reasons therefor. The notice shall provide an opportunity for the member to be heard, orally or in writing, by the Reviewing Committee not less than five (5) days before the effective date of the termination. A former member whose membership has been revoked for failure to maintain good standing or pursuant to this section may subsequently be considered for membership upon demonstrated ability and willingness to meet the requirements of membership in good standing. Any notice required under this section may be given by any method reasonably calculated to provide actual notice. Any notice given by mail must be given by first-class mail or registered mail sent to the last address of the member shown on the membership records.

Section 6: Authorization.

No member of the organization shall speak in the name of, nor encumber or release the funds of Bastard Nation unless such authority is specifically granted by a formal action of the Board of Directors.

Section 7: Annual Meeting.

An annual meeting of membership shall be held on the ___________________________[specific day e.g. first Monday] of _____________[month] of each year at _____________ [time], unless the Board fixes another date of time and so notifies members as provided in the notice provisions of this article. If the scheduled date falls on a legal holiday, the meeting shall be held on the next full business day. Meetings of the members shall be held at any place within or outside California designated by the Board.

Section 8: Special Meetings of the Members.

The Board of Directors, or ten percent (10%) or more of the members, may call a special meeting of the general membership for any lawful purpose at any time. No business, other than the business that was set forth in the in the notice of the meeting, may be transacted at a special meeting.

Section 9: Notice.

Notice to the general membership of an election of directors by mailed ballot, or an election to approve any measure by mailed ballot shall be in writing and shall be given at least ten (10) but no more than ninety (90) days before the election date. The notice shall be given by first class mail and shall be addressed to each member entitled to vote, at the address of that member as it appears on the books of the corporation.

Section 10: Eligibility to Vote.

Subject to California Nonprofit Public Benefit Corporation Law, members in good standing on the record date as determined under these bylaws shall be entitled to vote at any meeting of members or by signing a ballot in the case of an election by mail.

Section 11: Manner of Voting.

Election of directors or approval of any other matter or measure requiring a vote by the general membership may be held by ballot in accordance the requirements of this Article.

Section 12: Quorum.

If a vote is taken by ballot, at least twenty percent (20%) of the general membership shall return valid ballots in order for the election or vote to be effective and the determination by ballot shall be deemed the act of the general membership.

Section 13: Solicitation of Written Ballots.

The corporation shall distribute one written ballot to each member entitled to vote on the matter or election. The ballots shall be mailed and delivered in the manner required by Article II section 9 of these bylaws. All solicitations of votes by written ballot shall a) state the number of responses needed to meet the quorum requirement; b) state, with respect to ballots, the percentage of approval necessary to pass the measure or measures, or to elect a director; and c) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall a) set forth the proposed action; b) give the members an opportunity to specify approval or disapproval of the proposal; and c) provide a reasonable time in which to return the ballot to the corporation. All written ballots shall be filed with the Secretary of the corporation and be maintained in the corporate records for at least two (2) years.

ARTICLE III - BOARD OF DIRECTORS

Section 1: Board Role.

The Board shall be responsible for overall policy and direction of Bastard Nation, and shall delegate responsibility for day-to-day operations to the Standing Committees. The Board shall have the power to:

• Appoint and remove, at the pleasure of the Board, all corporate officers, agents, and employees and prescribe powers and duties for them as are consistent with the law, the articles of incorporation, and these bylaws.

• Change the principal office or the principal business office in California from one location to another; cause the corporation to be qualified to conduct its activities in any other state or country; conduct its activities in or outside California; and designate a place in or outside California for holding any meeting of members.

• Borrow money and incur indebtedness on the corporation's behalf and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, debenture and other evidences of debt.

Section 2: Number of Directors, Compensation.

The Board shall have up to seven (7) and not fewer than three (3) members. The Board and its members shall receive no compensation, although Board members shall be reimbursed for reasonable documented expenses.

Section 3: Meetings.

Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.

Section 4: Meetings by Telephone or Other Telecommunications Equipment.

Any Board meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this section shall constitute presence in person at the meeting if all of the following apply:

• Each member participating in the meeting can communicate concurrently with all other members.

• Each member is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

• The Board has adopted and implemented a means of verifying both of the following:  i) A person participating in the meeting is a Director or other person entitled to participate in the Board meeting, and  ii) all actions of or votes by the Board are taken or cast only by the Directors and not by persons who are not Directors.

Section 5: Nominations by Committee.

The President shall appoint a committee to nominate qualified candidates for election to the Board at least ninety (90) days before the date of any election of Directors. If appointed, the nominating committee shall make its report at least sixty (60) days before the date of the election or at such other time as the Board may set, and the Secretary shall forward to each member, with a notice of meeting required by these bylaws, a list of all candidates nominated by the committee.

Section 6: Nominations by Members:

Members representing two percent (2%) of the voting power many nominate candidates by petition. The petition must be signed by those members within six (6) months preceding the next time Directors are to be elected, and delivered to the Secretary of the corporation. On timely receipt of the petition signed by the required number of members, the Secretary shall cause the names of the candidates named on it to be placed on the ballot along with the names of the candidates chosen by the nominating committee.

Section 7: Nominee's Right to Solicit Votes:

The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee's qualifications and the reasons for the nominee's candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to chose among the nominees.

Section 8: Election of Directors:

The requisite number of Directors shall be elected to serve a staggered term of two years. Each Director, including a Director elected to fill a vacancy, shall hold office until expiration of the term for which elected and until a successor is elected.

Section 10: Vacancies on Board of Directors.

A vacancy or vacancies on the Board of Directors shall occur in the event of (a) the death or resignation of any Director; (b) the declaration by resolution of the Board of a vacancy in the office of the Director who has been convicted of a felony, declared of unsound mind by a court order, or found by judgment or decree to have breached a duty under California Nonprofit Public Benefit Corporation law, Chapter 2, Article 3;  (c) the increase of the authorized number of Directors; or (d) the failure of the members to elect the number of Directors required.

Section 11: Vacancies Filled by Board.

Except for a vacancy created by the removal of a Director by the members, vacancies on the Board may be filled by approval of the Board or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held according to notice or waivers of notice complying with Corporations Code section 5211, or (3) a sole remaining Director. The vacancy shall be filled for the duration of the term remaining.

Section 12: Quorum.

A majority of the authorized number of Directors shall constitute a quorum for the transaction of any business except adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Unless otherwise provided in these bylaws, Board action requires a majority vote of the Directors present at a meeting at which a quorum is present.

Section 13: Call for Meetings and Notice:

Meetings of the Board may be called by the President or any Vice President or the Secretary and any two Directors. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by the Board. Special meetings of the Board shall be held upon four (4) days notice by first class mail or 48 hours' notice delivered personally, or by electronic mail or by telephone. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall have the same force and effect as the unanimous vote of such Directors.

ARTICLE IV - OFFICERS

Section 1: Officers and Duties.

There shall be at least three officers of the Board consisting of a President (Chair), Secretary, and Treasurer (Chief Financial Officer). Additional officers may be designated as Vice President. Their duties are as follows: The President shall convene regularly scheduled Board meetings, and shall preside or arrange for other members of the Board to preside at each meeting. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and members of the organization. The Treasurer shall make a report at each Board meeting. The Vice-Chair(s) will chair committees on special subjects as designated by the Board.

Section 2: Election of Officers.

The officers shall be chosen by the Board for a term of two years and shall serve at the pleasure of the Board.

Section 3: Resignation, Termination and Absences.

Resignation from the Board must be in writing and received by the Secretary. A Board member shall be removed for excess absences from the Board if he or she has three unexcused absences from Board meetings in a year. A Board member other than the President may be removed for other reasons by a three-fourths vote of the remaining Directors.

ARTICLE V - INDEMNIFICATION

Section 1: Indemnification.

To the fullest extent permitted by law, the corporation shall indemnify its Directors and officers, and other persons described in Corporations Code section 5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines and settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. “Expenses” as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.

ARTICLE VI - COMMITTEES

Section 1:

The Board may create such committees as are needed. The President of the Board shall appoint all committee chairs except where otherwise specified herein.

Section 2: Finance Committee.

The Treasurer shall chair the Finance Committee, which shall include three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board of Directors must approve the budget, and all expenditures must be within the budget. Any material change in the budget must be approved by the Board of Directors. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

ARTICLE VII - LEGISLATIVE COMMITTEE

Section 1: Members.

The Legislative Committee shall consist of a Chair and Co-chair, and additional members not to exceed 10, plus an unlimited number of state and/or regional legislative chairs.

Section 2: Role.

The Legislative Committee is responsible for tracking and reporting to the Legislative Chair all existing proposed and pending legislation related to adoption records. The Legislative Chair and Co-chair will attempt to place regional Directors internationally to assist in tracking and in grassroots action. The Legislative Committee will coordinate efforts to contact legislators and testify for and against specific bills, as well as draft model legislation and identify regions for introduction of model legislation. The Legislative Committee will work with the Education and Training Committee to form grassroots legislative groups, and to train individuals and groups in legislative action, as well as to identify government-appointed adoption committees and councils on which organization members could potentially serve.

Section 3: Meetings.

Meetings of the Legislative Committee shall be called by the Legislative Chair or Co-chair at their discretion. The Legislative Co-chair will maintain minutes of each official meeting, a summary of which may be inspected by any member of the organization upon request.

ARTICLE VIII - PUBLIC RELATIONS COMMITTEE

Section 1: Members.

The Media/Public Relations Committee shall consist of a Chair and Co-chair and three subcommittees with the aggregate membership not to exceed fifteen members (5 members per committee). The subcommittees will consist of Archives, Public Relations Liaison, and Speaker's Bureau.

Section 2. Role

The Media/Public Relations Committee is responsible for creating and distributing official Bastard Nation materials and information to the media. The committee will pool information and materials from the other official committees to create and distribute press releases, press packets, advertisements, public service announcements, and all other public relations materials relating to Bastard Nation. The Media Committee will also coordinate the public relations side of live events such as adoption-related conferences, press conferences, demonstrations, television and radio appearances, interviews and all instances in which a live person will be speaking on behalf of Bastard Nation.

A. Archives:

The Archives Subcommittee is responsible for soliciting materials from the other Bastard Nation committees and organizing them into coherent, effective copy for public relations use. The materials will then be sent to the Publications/Arts Committee for final proofreading, layout, and printing.

B. Public Relations Liaison:

The PR Liaison Subcommittee is responsible for developing and maintaining public relations contacts with adoption-related groups; national and local media including newspapers, magazines, television and radio; and advertising and public relations firms. The Subcommitee is responsible for getting materials from the Publishing/Arts Committee and distributing them to the above groups and agencies.

C. Speaker's Bureau:

The Speaker's Bureau is responsible for representing Bastard Nation in journalistic interviews, television, radio, press conferences, court hearings and all other instances where a live person speaks for Bastard Nation. Members must be comfortable with public speaking and confrontation, must be intimately acquainted with the history of adoption and sealed records and must pass an oral interview to be administered by some or all members of the Board to establish the knowledge and poise of candidates.

Section 3. Meetings

Meetings of the Media/Public Relations Committee shall be called by the Media Chair or Co-chair at their discretion. The Media Co-chair will maintain minutes of each official meeting, a summary of which may be inspected by any member of the organization upon request.

ARTICLE IX - EVENTS COMMITTEE

Section 1. Members

The Events Committee shall consist of the Chair and Co-chair, and additional members not to exceed 10.

Section 2. Role

The Events Committee is responsible for all activities and duties related to the planning and holding of Bastard Nation events including, but not limited to, conferences, General Membership meetings, parties, and demonstrations. The Events Committee will target internal and external events at which the sale of Bastard Nation merchandise and distribution of Bastard Nation publications will be advisable and shall report their findings to the appropriate Standing Committee. The Events Chair shall create ad-hoc committees as needed to assist in the carrying out of these duties.

Section 3. Meetings

Meetings of the Events Committee shall be called by the Event Chair or Co-chair at their discretion. The Events Co-chair will maintain minutes of each official meeting, a summary of which may be inspected by any member of the organization upon request.

ARTICLE X - PUBLISHING & ARTS COMMITTEE

Section 1. Members

The Publishing & Arts Committee shall consist of the Chair and Co-chair, and three subcommittees with the aggregate membership not to exceed fifteen members (5 members per subcommittee). The subcommittees will consist of Publishing, Graphic Design, and Multi-media.

Section 2. Role

The Publishing & Arts Committee is responsible for developing, maintaining and archiving materials to be used for Bastard Nation membership, public relations, education, fundraising and all other Bastard Nation organizational needs. The subcommittee responsibilities are as follows:

A. Publishing:

The Publishing Subcommittee is responsible for soliciting materials for, and the editing of, all official Bastard Nation printed materials; including the newsletter, brochures, and all Bastard House publications unless specified or delegated elsewhere.

B. Graphic Design:

The Graphic Design Subcommittee is responsible for layout and printing all official Bastard Nation publications, including membership forms, merchandise order forms, conference registration forms, newsletters, press packets, and all printed materials originating from Bastard Nation. This Subcommittee is also responsible for generating designs to be used in Bastard Nation official documents as well as designs for merchandising use, such as for T-shirts, stickers, buttons, and all Bastard Nation merchandising materials.

C. Multi-media:

The Multimedia Subcommittee is responsible for the creation and maintenance of Bastard Nation multimedia materials, including videos, film, theatrical presentations, the Internet website and all other multimedia presentations used by Bastard Nation.

Section 3: Meetings

Meetings of the Publication & Arts Committee shall be called by the Publications Chair or Co-chair at their discretion. The Publications Co-chair will maintain minutes of each official meeting, a summary of which may be inspected by any member of the organization upon request.

ARTICLE XI - MEMBERSHIP COMMITTEE

Section 1. Members

The Membership Committee shall consist of the Membership Chair and Co-chair, and additional members not to exceed five.

Section 2. Role

The Membership committee is responsible for maintaining mailing and membership lists, soliciting and processing memberships, targeting groups for solicitation, maintaining membership applications, sending out reminder messages as each membership expires, processing member complaints and comments and all other duties related to the membership of Bastard Nation unless specifically assigned or delegated elsewhere.

Section 3: Meetings

Meetings of the Membership Committee shall be called by the Membership Chair or Co-chair at their discretion. The Membership Co-chair will maintain minutes of each official meeting, a summary of which may be inspected by any member of the organization upon request.

ARTICLE XII - FISCAL DEVELOPMENT

Section 1. Members

The Fiscal Development committee shall consist of the Chair and Co-chair, and three subcommittees with the aggregate membership not to exceed fifteen members (5 members per committee). The subcommittees will consist of Fundraising, Reports, and Investment.

Section 2. Role

The Fiscal Development Committee is responsible for furthering the fiscal development of Bastard Nation through fundraising and investment, as well generating, maintaining and distributing annual financial reports and budgets to the Board for approval and submission to the General Membership.

A. Fundraising:

The Fundraising Subcommittee is responsible for targeting populations for fundraising efforts, soliciting funds, and directing merchandising efforts. This Subcommittee will price merchandise and target appropriate marketplaces.

B. Investment

The Investment Subcommittee is responsible for identifying and evaluating investment opportunities and evaluating the purchase of assets with Bastard Nation funds. The Investment Subcommittee shall submit recommendations for investment opportunities to the Fiscal Chair.

C. Reports

The Reports Sub-committee will record and organize all data necessary to submit annual fiscal reports to the Board, including annual budgets.

Section 3: Meetings.

Meetings of the Fiscal Development Committee shall be called by the Fiscal Chair or Fiscal Co-chair at their discretion. The Fiscal Co-chair will maintain minutes of each official meeting, a summary of which may be inspected by any member of the organization upon request.

ARTICLE XIII - EDUCATION & TRAINING

Section 1. Members

The Education and Training Committee shall consist of a Chair and Co-chair, a Research Subcommittee, and additional members not to exceed 10, plus an unlimited number of state and/or regional chairs.

Section 2. Role

The Education and Training Committee is responsible for training Bastard Nation members in grassroots activism. This committee will hold education and training workshops to introduce members to the issues surrounding adoption reform and open records, and to organize and mobilize the political forces that will affect change on a state and regional level. The Education Committee will work with the Publications Committee to produce educational literature and activism packets, and with the Media Committee to prepare individuals for public comment and activism. The Education Chair and Co-chair will attempt to place regional Directors internationally to assist in regional workshops and activities. The Education Committee will work with the Legislative Committee to form grassroots legislative groups, and to train individuals and groups in the issues of adoption reform.

A. Research

The Research Subcommittee will research and write materials for use in educational workshops, and for general distribution.

Section 3. Meetings

Meetings of the Education and Training Committee shall be called by the Education Chair or Education Co-chair at their discretion. The Education Co-chair will maintain minutes of each official meeting, a summary of which may be inspected by any member of the organization upon request.

ARTICLE XIV - TECHNOLOGY COMMITTEE

Section 1. Members

The Technology Committee shall consist of a Chair and Co-chair, the following Subcommittees: Database, Email lists, Chat, Web Programming, Education and AV. The total number of members of the Technology Committee shall not exceed 15.

Section 2. Role

The Technology Committee is in charge of how we use technology to get our message out and communicate with each other. The Technology Committee works with individual chairs to make sure technology is used to better their efforts and keeps up with developments in technology.

Section 3. Meetings

Meetings of the Technology Committee shall be called by the Technology Chair or Technology Co-chair at their discretion. The Technology Co-chair will maintain minutes of each official meeting, a summary of which may be inspected by any member of the organization upon request.

ARTICLE XV - AD HOC COMMITTEES

The Board of Directors may from time to time, by resolution adopted by a majority of the Board of Directors, appoint one or more Ad Hoc Committees to perform such functions as may be designated in said resolution

ARTICLE XVI - FINANCES

Section 1: Responsibility.

The Treasurer shall manage and control the property/finances of the organization under the authority of the Board. The Board is authorized to adopt a budget, approve disbursements, and establish dues and assessments.

Section 2: Other Sources of Income.

The sources of income vary from year to year depending on the activities of the Association and the general economic climate. They include:

a. Donations and bequests from groups or individuals

b. Subscriptions to the Bastard Nation newsletter

c. Speaker's fees paid to the President and other staff

d. Registration fees at the annual conference

e. Sale of merchandise related to Bastard Nation

Section 3: General Fund.

The corporation maintains a General Account and all monies not expended at the end of a budget year and not otherwise restricted revert to this fund. The organization also maintains several Special Accounts for activities that are one-time in nature.

Section 4: Payment Authorizations.

All expenditures must be reviewed and approved by the Board of Directors before authorization. Only the Treasurer may disburse funds of the organization. No Treasury funds will be disbursed except on receipt of a pre-approved voucher statement from the President which states who incurred the obligation, for what purpose, and to what account it is to be charged.

Section 5: Liability.

The organization shall not pay, assume, or become responsible for the personal unapproved debts or liabilities of any individual member of the organization. .

Section 6: Annual Report.

A report shall be made annually to the General Membership detailing receipts and expenditures, explaining the organization's fiscal status, recapping events of the past year, and laying out annual goals. All organization Committees will be responsible for maintaining accurate records related to their activities to assist the Board in preparing the annual report. The report shall contain the following information, in appropriate detail:

• The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;

• The principal changes in assets and liabilities;

• The corporation's revenue or receipts, both unrestricted and restricted to particular purposes;

• An independent accountant's report or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation's books and records.

This requirement of an annual report shall not apply if the corporation receives less than $25,000.00 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all Directors and to any member who requests it in writing. The Board shall cause an annual report to be prepared within 120 days after the end of the corporation's fiscal year.

Section 7: Assets.

The organization may accumulate assets by prior approval of the Board of Directors. Assets shall be used only for the business of the organization, unless otherwise agreed by the Board. Assets shall not be disposed of without prior approval of the Board and then only in accordance with the California Public Benefit Corporations law and the provisions set forth in the Articles of Incorporation as from time to time amended.

ARTICLE XVII - DISSOLUTION

A recommendation to dissolve the organization may only be made by the Board of Directors. Dissolution shall require approval by two-thirds of the General Membership at a meeting called by the Board of Directors for this purpose. Notice shall be provided in accordance with Article II, Section 9.

Upon dissolution of the organization, any assets will be disposed of in accordance with the California Public Benefit Corporations Law and Section 501(c)(4) of the Internal Revenue Code.

ARTICLE XVII - AMENDMENTS

Section 1:

Except as provided otherwise herein these Bylaws may be amended when necessary by a vote of two-thirds of the Board of Directors. Subject to the members' rights set forth herein, the Board may adopt, amend, or repeal bylaws unless doing so would materially and adversely affect the members' rights as to voting or transfer. The Board may not extend a Director's term beyond that for which the Director was elected.

Section 2: Amendments Requiring Members' Approval.

The following amendments require members' approval by a majority of the members' votes represented and voting pursuant to Corporations Code section 5034.

Number of Directors.

Increase in Directors' Terms.

Termination of any class of membership.

Notice of proposed amendments and the proposed language of the amendment or amendments must be submitted to the Secretary for delivery to the Board members at least ninety (90) days before a vote is taken. Notice of the vote shall be given in the manner set forth in Article II, Section 9.

These Bylaws were approved at a meeting of the Board of Directors of Bastard Nation: The Adoptee Rights Organization on September 23, 2001.