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Name and Purpose

1.1 As set forth in the Articles of Incorporation, which were endorsed by and filed with the Secretary of State of the State of California on ___________, as Corporate Number ############# the name of the corporation is California Barbecue Association, Inc.

1.2 The corporation is a nonprofit, public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law of the State of California for charitable purposes. <= /h2>

1.3 The specific purpose of the corporation is to benefit needy children.

1.4 The corporation may engage in barbecue and other activities which benefit needy children either directly, such as by providi= ng food for them and their families, or indirectly, such as by providing contributions to and sanctioning events which benefit children’s charities or as the board may determine from time to time.

1.5 The corporation is organized and shall be opera= ted exclusively for charitable purposes, within the meaning of Section 501(c)(3= ) of the Internal Revenue Code. No substantial part of the activities of this 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 (including the publication or distribution of statements) on behalf of any candidate for public office.

1.6 The property of the corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any member, director, or officer thereof or to the benefit of any private person. Upon the dissolution or winding up= of the corporation, its assets remaining after payment, or provision for payment, = of all debts and liabilities of the 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 tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

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Principal Office

2.1 The principal office of the corporation shall b= e in the State of California.

2.2 The corporation may have additional offices at = such places, both within and without the State of California, as the board may f= rom time to time determine.

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Members

3.1 The affairs of the corporation shall be managed= by its members, who may exercise all the powers of the corporation, except such powers as may be exercised exclusively by the board.

3.2 The corporation is a membership organization, in which each director thereby becomes a member, and other persons (whether individuals or corporations) may become members in accordance with the rules set forth in these bylaws and as the board may determine, from time to time= .

3.3 The initial members of the corporation, on Janu= ary 1, 2004, shall be classified as regular, business or honorary members and s= hall be those individuals who were active members of the predecessor organizatio= n, the Southern California Barbe= cue Association, as of the close of business on December 31, 2003.

3.4 The eligibility, types, levels, voting rights, membership benefits, annual dues and other conditions, rules, rights and obligations of or respecting members of the corporation shall be as set for= th in these bylaws or as the board may determine, from time to time.

3.5 Membership of the corporation shall be represen= ted by certificates, cards or other documents, in such form as the board may determine from time to time.

3.6 Each separate membership shall entitle the owner (or owners thereof, in the case of a membership which is held as community property, jointly, in common or otherwise) to one and only one vote, irrespective of the level, type, dues or other conditions of such member’s voting membership.

3.7 The board may award honorary memberships to such persons for a three(3)year basis and/or on such terms and conditions as the board may determine from time to time, except that no such honorary member shall be given the right to vote.

3.8 Any provision of the bylaws to the contrary notwithstanding, memberships shall be non-transferable.

3.9 The secretary of the corporation shall maintain= a register of all members of the corporation, which shall include, for each member, the member’s name, whether the membership is voting or non-voting, the member’s mailing addresses and other contact informat= ion, and such other information as the board may determine from time to time.

3.10 The corporation shall recognize the exclusive r= ight of the person(s), who is registered on its books as a member, as a member of the corporation, and the corporation shall not be obligated to recognize any equitable or other claim to or interest in such membership on the part of a= ny other person, whether or not the corporation shall have express or other no= tice thereof, except as otherwise provided by law.

3.11 The board shall determine from time to time the amount and due date for the payment of dues by members of the corporation.<= o:p>

3.12 The board shall adopt such rules of order for meetings of the members as it may determine, from time to time.<= /span>

3.13 Members may serve as directors and/or officers = of the corporation, but members as such shall have no right or authority to provide services to the corporation, and the members shall have such rights, including the right to vote for directors, as may be authorized by these by= laws or as the board may determine, from time to time.

3.14 There shall be no lifetime membership(s) either in individual or business membership to the association.

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Regular Meetings of the Members

4.1 Regular meetings of the members shall include t= he annual meeting and such other regularly scheduled meetings of the members, = as the board may determine from time to time.

4.2 Each regular meeting of the members shall be he= ld at the principal office of the corporation or at such place as may be fixed from time to time by the board.

4.3 Each annual meeting of the members, commencing = with the year 2004, shall be held on the first Saturday of every February, or at such other day as may be fixed from time to time by the board, and other regular meetings of the members shall be held on the such dates as may be f= ixed from time to time by the board.

4.4 Each annual meeting of the members shall be held for the purpose of electing directors to the board of Directors.=

4.5 Notice of the annual meeting of the members sha= ll state the date, time, place and purpose thereof and shall be given to each member entitled to vote thereat not less than 30 days before the date of su= ch meeting.

4.6 The business transacted at the annual meeting of the members shall be limited to the election of the board and to such other purposes as may be stated in the notice thereof.

4.7 The business transacted at any regular meeting = of the members shall be limited to such purposes as may be stated in the notice thereof, except that the members shall have the right to question any of the financial affairs of the corporation, including its annual report and finan= cial statements, during a question and answer period which shall be conducted in such manner and for such time as the board may determine from time to time.=

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Special Meetings of Members

5.1 Each special meeting of the members may be call= ed by any of the following: (a) members entitled to vote who hold not less than one-fifth of all the votes; (b) a majority of the directors then on the board; = or (c) the president.

5.2 Each special meeting of the members shall be he= ld at the principal office of the corporation or at such place as may be determined from time to time by the board.

5.3 Each special meeting of the members shall be he= ld on such date and at such time as may be determined by the person(s) who cal= led such meeting.

5.4 Each special meeting of the members shall be he= ld for such purpose(s) as may be determined by the person(s) who called such meeting.

5.5 Notice of the special meeting of the members sh= all state the date, time, place and purpose thereof and shall be given to each member entitled to vote thereat not less than 10 days before the date of su= ch meeting.

5.6 Attendance of a member at any meeting shall constitute a waiver of objection to such meeting, except if such member att= ends for the express purpose of objecting to such meeting and states such object= ion, including the grounds therefor, at the commencement of such meeting.

5.7 The business transacted at any special meeting = of the members shall be limited to such purpose(s) as shall have been stated in the notice thereof.

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Quorum and Voting by Members

6.1 A majority of the members entitled to vote, represented in person or by proxy, shall constitute a quorum at all meeting= s of the members for the transaction of business.

6.2 If a quorum shall not be present at any meeting= of the members, the members present in person or represented by proxy shall ha= ve the power to adjourn such meeting from time to time, without notice other t= han announcement of such meeting, until a quorum shall be present.

6.3 At such adjourned meeting at which a quorum sha= ll be present or represented, any business may be transacted which may have be= en transacted at the meeting as originally noticed.

6.4 If a quorum shall be present at any meeting of = the members, the affirmative vote of a majority of the votes represented at such meeting shall be the act of the members, unless the vote of a greater numbe= r is required by law.

6.5 Each member having voting power shall be entitl= ed to one vote on each matter submitted to a vote at a meeting of the members.=

6.6 Each member entitled to vote may vote either in person or by proxy, executed in writing by the member or by the member̵= 7;s duly authorized attorney-in-fact.

6.7 In all elections for directors, each member ent= itled to vote shall have the right to vote, in person or by proxy, one vote for as many persons as there are directors to be elected, and such member shall ha= ve the right to cumulate such votes and to distribute such votes to one or more directors, as the member may determine.

6.8 Any action required or permitted to be taken at= a meeting of the members may be taken without a meeting if a consent in writi= ng, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

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Directors

7.1 The affairs of the corporation shall be managed= by its board, which may exercise all the powers of the corporation, except such powers as may be exercised exclusively by the members.

7.2 The board shall adopt such rules of order for meetings of the board as it may determine, from time to time.

7.3 The directors shall keep the records of the corporation at such place as they may determine from time to time.

7.4 Directors shall serve without compensation, and= the board shall have no authority to authorize the payment of any compensation = to directors or officers for their services to the corporation as directors or officers

7.5 The initial number of directors on the board of directors shall be five (5).

7.6 Directors shall be required to be members of the corporation but shall not be required to be citizens of the United States or residents of the State of California.

7.7 Each director shall be elected at the annual meeting of the members and shall serve until the next annual meeting or unt= il a successor shall have been elected and shall qualify.

7.8 The first board of Directors shall be appointed= by the incorporator of California Barbeque Association Inc. There after voted = on by members of California Barbeque Association Inc.

7.9 E= ach vacancy on the board, including any vacancy resulting from any increase in = the number of directors, may be appointed by the president then in office, and a director so appointed shall serve until the next annual meeting or until a successor shall have been elected and shall qualify.

7.10 A director= may be removed only by a majority vote of the members of the Board of Directors. N= othing herein shall be deemed to prevent or restrict the board from replacing an officer or other employee, who also is a director, as an officer or other employee.

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Regular Meetings of the Board

8.1 Regular meetings of the board shall include the annual meeting and other regularly scheduled meetings of the board, as the board may determine from time to time.

8.2 Each regular meeting of the board shall be held= at the principal office of the corporation or at such place as may be fixed fr= om time to time by the board.

8.3 Each annual meeting of the board, commencing wi= th the year 2004, shall be held on the First Saturday of every February, immediately prior to the annual meeting of the members, or at such other da= y as may be fixed from time to time by the board, and other regular meetings of = the board shall be held on the such dates as may be fixed from time to time by = the board.

8.4 Notice of each regular meeting of board shall s= tate the date, time, place and purpose thereof and shall be given to each direct= or not less than 10 days before the date of such meeting.

8.5 Each annual meeting of the board shall be held = for the purpose of appointing officers and conducting such other business as the board may determine, and each other regular meeting shall be held for the purpose of conducting such business as the board may determine. =

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Special Meetings of Board

9.1 Each special meeting of board may be called by = any of the following: (a) any two directors; or (c) the preside= nt.

9.2 Each special meeting of board shall be held at = the principal office of the corporation of at such place as may be determined f= rom time to time by the board.

9.3 Each special meeting of board shall be held on = such date and at such time as may be determined by the person(s) who called such meeting.

9.4 Each special meeting of the board shall be held= for such purpose(s) as may be determined by the person(s) who called such meeti= ng.

9.5 Notice of the special meeting of board shall st= ate the date, time, place and purpose thereof and shall be given to each direct= or not less than 10 days before the date of such meeting.

9.6 Attendance of director at any meeting shall constitute a waiver of objection to such meeting, except if such director attends for the express purpose of objecting to such meeting and states such objection, including the grounds therefor, at the commencement of such meet= ing.

9.7 The business transacted at any special meeting = of the board shall be limited to such purpose(s) as shall have been stated in = the notice thereof.

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Quorum and Voting by Directors

10.1 A majority of the directors then in office shall constitute a quorum at all meetings of the board for the transaction of business.

10.2 If a quorum shall not be present at any meeting= of the board, the directors present in person shall have the power to adjourn = such meeting from time to time, without notice other than announcement of such meeting, until a quorum shall be present.

10.3 At such adjourned meeting at which a quorum sha= ll be present, any business may be transacted which may have been transacted at the meeting as originally noticed.

10.4 If a quorum shall be present at any meeting of = the board, the affirmative vote of a majority of the votes of the directors pre= sent at such meeting shall be the act of the board, unless the vote of a greater number is required by law or these bylaws.

10.5 Each director shall be entitled to one vote on = each matter submitted to a vote at a meeting of the board.

10.6 Only a director who is present at a meeting sha= ll be entitled to vote thereat.

10.7 For purposes of the bylaws, a director is prese= nt at a meeting if the director is (a) present in person at the meeting or (b) present by telephone, if the director can hear and be heard by all other directors who are present physically or by telephone.

10.8 Any action required or permitted to be taken at= a meeting of the board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors = then in office.

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Committees

11.1 The board by resolution may establish any other committee to have and exercise such authority, under such terms and for such period as the board may determine from time to time, and the board may appo= int one or more members, directors, officers, or non-members to serve on such committee, except that no such committee may bind the corporation to any agreement or may incur any liability without the specific approval of the board.

11.2 Any vacancy in the membership of any committee shall be filled in accordance with the resolution of the board which establishes or maintains such committee or, if no such resolution has been adopted, by the board.

11.3 The committee(s) shall keep regular minutes of = its meetings and proceedings, which may be inspected by any director at any reasonable time.

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Notices

12.1 Whenever notice is required to be given to any member of director, it shall not be construed to mean personal notice or ac= tual notice but shall mean a notice given in writing in any of the following man= ner, except as otherwise required by law: (a) by postal mail, addressed to such member or director, as such address appears in the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to have been given when the same s= hall be deposited in the mail; (b)= by facsimile transmission (“fax”), sent to the fax of such member = or director, as such fax number appears in the records of the corporation, and such notice shall be deemed to have been given when the same shall be transmitted via fax; and (c) = by email, sent to the email address of such member or director, as such email address appears in the records of the corporation, and such notice shall be deemed to have been given when the same shall be sent via email.=

12.2 Whenever any notice whatsoever is required to be given, a waiver in writing, executed by the person(s) entitled to such noti= ce, whether before or after the time stated therein, shall be deemed equivalent= to the giving of such notice.

12.3 If any membership is owned jointly by two or mo= re people, notice may be given to any of such joint owners, and such notice shall be deemed notice to all such joint owners.

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Officers

13.1 The officers of the corporation shall be appoin= ted by the board and shall include a president, vice president, secretary, trea= surer, and such other officers as the board may determine from time to time.<= /o:p>

13.2 The board may appoint such additional vice presidents and other officers as the board may determine from time to time.=

13.3 Such additional officers shall have such author= ity and responsibility as the board may determine.

13.4 At its first meeting after each annual meeting,= the board shall appoint the president, vice president, secretary, treasurer and other officers.

13.5 No compensation shall be paid to any officer for services to the corporation.

13.6 Each officer shall hold office until a successo= r is chosen and qualifies.

13.7 Each officer shall serve at the pleasure of the board and may be removed from office at any time by the board.

13.8 The board shall be required to fill a vacancy in any office as soon as practicable.

13.9 Each officer shall ensure that the affairs of t= he corporation are conducted in accordance with law, the articles and bylaws of the corporation, and the resolutions of the board.

13.10 The president shall be the chief executive offi= cer of the corporation; shall hav= e the general responsibility to manage the affairs of the corporation on a day-to= -day basis in accordance with the resolutions of the board; shall execute all documents to be executed or sealed by the corporation, except if the execution thereof shall have been delegated expressly by the board to another officer(s); and shall have such other authorit= y and responsibility as the board may determine from time to time.

13.11 The vice president, or, if there shall be more = than one, the vice presidents in the order determined by the board, shall perform the duties of the president in the absence or disability of the president a= nd shall have such other authority and responsibility as the board may determi= ne from time to time.

13.12 The secretary shall record all proceedings and meetings of the members and board in a minute book to be kept for such purpose; shall give or cause = to be given notice of all meetings of members and the board; shall have custody of the seal of = the corporation; shall have the a= uthority and responsibility, in accordance with law, to affix the seal to any instru= ment which requires the seal; and = shall have such other authority and responsibility as the board may determine from time to time.

13.13 The treasurer shall be the chief financial offi= cer of the corporation; shall have custody of the corporate funds and securities; shall keep full and accurate books= of account; shall deposit and ma= intain all moneys and other valuables of the corporation in the name and to the cr= edit of the corporation in such bank(s) or other depositories as the board may determine from time to time; = shall disburse the funds of the corporation strictly as the board shall determine= ; shall render a complete financial accounting as of the last day of each calendar quarter and at such other ti= mes as the board shall determine from time to time; and shall have such other authorit= y and responsibility as the board may determine from time to time.

13.14 Each officer of the corporation other than the president, vice president(s), secretary and treasurer shall have such autho= rity and responsibility as the board may determine from time to time.=

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Annual Report

14.1 The board shall cause to be prepared, not later than one hundred twenty days after the close of each fiscal year, an annual report which shall include financial statements, which shall be prepared in accordance with generally accepted accounting principals for a nonprofit corporation, consistently applied, except that the board shall have the rig= ht to modify or waive the requirement for such financial statements, if the bo= ard determines that the cost for preparing such financial statements is prohibi= tive or excessive, but in such case the board shall be required to cause to be prepared at least a balance sheet and income statement prepared on the cash-basis of accounting and as hereinbelow further described.

14.2 The balance sheet shall set forth: the assets, liabilities and surplu= s of the corporation; the bases em= ployed in stating the valuation of the assets and any changes in such bases during such fiscal year; the amount = of any surplus, the sources thereof, and any changes therein during such year; the number of voting and non-votin= g members, divided or allocated in such manner as the board may determine from time to time; the amount of loans or advances to or from members, directors, officers or employees; the name of the person(s) who prep= ared the balance sheet; and such o= ther balance sheet information as the board may determine from time to time.

14.3 The income statement shall set forth: the amount of income and expense by category; the amount of cash receipts and cash disbursements, in the form of a separate schedule or as a statement of changes in financial condition; the name of the person(s) who prep= ared the balance sheet; and such o= ther income statement information as the board may determine from time to time.<= o:p>

14.4 The directors shall cause the annual report to = be sent or otherwise, as the board may determine from time to time, to be made available to the voting members, as soon as practicable upon completion of = the annual report.

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General Matters

15.1 The fiscal year of the corporation shall be the calendar year.

15.2 The seal of the corporation shall have inscribed thereon the name of the corporation, the date of incorporation, and the wor= ds “Corporate Seal, California.”

15.3 All meetings of the members, board and committe= es, shall be open and members may attend, except for authorized executive sessi= ons, as hereinbelow provided.

15.4 At meetings of the board and of committees, the board and committees may retire to executive session, which shall be closed= to all persons except directors and, in the case of a committee, those on such committee, for any of the following reasons: matters concerning the financial standing of any member, in terms of delinquency and the like; matters concerning personnel, incl= uding all matters concerning actual or prospective members, directors, officers, committee members, employees and others;&n= bsp; matters concerning contracts, including negotiations and enforcement actions; matters concerning a= ctual or possible litigation; and s= uch other matters as the board may determine from time to time.

15.5 The bylaws may be amended by the members of the corporation at any regular or special meeting, provided that notice of the proposed amendment shall be contained in the notice of such meeting or by t= he board of directors provided that notice of the proposed amendment shall be contained in the notice of such meeting.

The undersigned, being the duly elected Secretary of t= he corporation,

DOES HEREBY CERTIFY that the foregoing constitutes the Bylaws of the corporation.

Dated: _____________

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&nbs= p; &= nbsp; &nbs= p; Secretary

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