ARTICLE I
Identification
Section 1.1 . NAME
The name of the corporation shall be The Indiana Professional Land Surveyors Foundation (hereinafter referred to as the “Corporation”).

Section 1.2. RESIDENT AGENT AND REGISTERED OFFICE
The Registered Agent and the address of the Registered Office are as approved and filed with the Indiana Secretary of State. The location of the registered office of the Corporation or the designation of its Registered Agent, or both, may be changed at any time or from time to time when authorized by the Board of Directors by filing a notice of change with the Indiana Secretary of State on or before the day any such change is to take effect, or as soon as possible after the death of the Registered Agent or other unforeseen termination of the Registered Agent’s agency.

Section 1.3. SEAL
The Corporation shall have no seal.

Section 1.4. PURPOSES
The Corporation is a public benefit corporation organized exclusively for the charitable purposes within the meaning of Section 501(c)(3) of the Internal Code of 1986, as the same may be amended from time to time, or the corresponding provisions of any future United States revenue law.

ARTICLE II
Membership
The Corporation has a sole member, Indiana Society of Professional Land Surveyors, Inc. (the “Sole Member”). Membership in the Corporation shall be governed by the provisions of the Articles of Incorporation of the Corporation.

ARTICLE III
Board of Directors
Section 3.1. COMPOSITION AND DUTIES
The business and affairs of the Corporation shall be managed by its Board of Directors. There shall be an initial Board of five (5) Directors of the Corporation. The number of Directors shall be prescribed from time to time by the By-Laws.

Section 3.2. ELECTION AND TERMS OF OFFICE
The Board of Directors shall consist of six (6) members elected at large. In annual elections, two (2) members shall be elected by the Board of Directors of the Sole Member for three (3) year terms each. It is the intent of this provision that two (2) members shall be eligible to change on the Board of Directors each annualized period and that a minimum of 50% of the total number of the Corporation’s Directors shall be current Directors of the Sole Member. The newly elected Board of Directors shall assume all its duties at the conclusion of the next Annual Meeting following the election.

Section 3.3. VACANCIES
Any vacancy on the Board of Directors may be filled in the manner in which the Director whose absence has resulted in the vacancy was elected. For example, if the Sole Member originally appointed the Director to the position that is now vacant, then the Sole Member shall appoint the new Director.

Section 3.4. RESIGNATION
Any director may resign at any time. A resignation shall be made in writing to the Board of Directors and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.5. REMOVAL OF DIRECTORS
Any or all members of the Board of Directors of the Corporation may be removed at any time with or without cause by a vote of the majority of all of the Directors then in office, at any meeting called expressly for that purpose.

Section 3.6. ANNUAL MEETINGS
The annual meeting of the Board of Directors shall be held at such time and place as periodically determined by the Directors. This meeting shall be held for the purposes of the selection of officers of the Corporation and for consideration of any other business that may be brought before the meeting. No notice shall be necessary for the holding of this annual meeting.

Section 3.7. SPECIAL MEETINGS
Special meetings of the Board of Directors may be held upon call of the President or of a majority of the members of the Board. The person or persons calling such meeting shall give or cause the Secretary of the Corporation to give written or oral notice of the meeting, specifying the time and place of the meeting to each Director, either in person, by telephone, by mailing, or by other electronic means, at least three (3) business days in advance of the meeting. The notice of such meeting shall state the purpose for which the meeting is to be called. No business shall be transacted at a special meeting except as stated in the notice.

Section 3.8. PARTICIPATION IN MEETINGS
Any or all Directors may participate in a meeting of the Board or committee of the Board by any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 3.9. WAIVER OF NOTICE
A Director’s attendance at or participation in a meeting waives any required notice to the Director of the meeting unless the Director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. A Director may waive notice of the meeting either before or after the date and time stated in the notice, which waiver must be in writing and signed by the Director entitled to the notice.

Section 3.10. QUORUM AND ACTION
At any meeting of the Board of Directors, the presence of a majority of the Directors shall be necessary to constitute a quorum for the transaction of any business. Except as may be otherwise specifically provided by statute or these By-Laws, the act of a simple majority of the Directors present and voting at any meeting at which quorum is present, shall be the act of the Board of Directors.

Section 3.11. ACTION WITHOUT MEETING
Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if, prior to such action, written consents setting forth the action to be so taken shall be signed by all members of the Board of Directors and such written consents shall be filed with the minutes of the proceedings of the Corporation.

Section 3.12. COMPENSATION
The Directors may receive reasonable compensation for acting in such capacity, and they may be reimbursed by the Corporation for their reasonable expenses and disbursements incurred on behalf of the Corporation.

ARTICLE IV
Committees
The Board of Directors may appoint such standing and special committees as it may from time to time deem necessary or desirable. The Board of Directors shall specify the function or functions of any such committee, the number of the members thereof and their terms of office (if fixed). Subject to the authority of the Board of Directors, such committees may consider and investigate such matters, and perform such acts and responsibilities, as may be referred or delegated to them by the Board of Directors.

ARTICLE V
Officers
Section 5.1. SELECTION
At its annual meeting, the Board of Directors shall select a President, a Secretary and a Treasurer, and such assistants and other officers as it may decide upon, for a term of one year. If the annual meeting of the Board of Directors is not held at the time designated in these By-Laws, such failure shall not cause any defect in the corporate existence of the Corporation, but the officers for the time being shall hold over until their successors are chosen and qualified, unless sooner removed as provided for by applicable law.

Section 5.2. REMOVAL
Any officer may be removed from office, with or without cause, by the vote of a majority of the Directors present and voting at a meeting of the Board of Directors called expressly for that purpose.

Section 5.3. VACANCIES
A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.4. PRESIDENT
The President shall be the chief executive officer of the Corporation and shall possess and exercise general executive and supervisory authority over the Corporation’s affairs and its employees and other officers and shall preside at all meetings of the Board of Directors. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The Vice President may, in the absence of the President, perform all duties incident to such offices.

Section 5.5. VICE PRESIDENT
The Vice President (if any) shall perform all duties incumbent upon the President during the absence or disability of the President, and perform such other duties as the By-Laws may require or the Board of Directors may prescribe.

Section 5.6. TREASURER
The Treasurer’s duties shall include the following: (i) keeping correct and complete records of account which show at all times the actual financial condition of the Corporation; (ii) serving as the legal custodian of all monies, notes, securities and other valuables which may from time to time come into the possession of the Corporation; (iii) providing a statement of the financial condition of the Corporation at the regular meeting of the members of the Corporation; (iv) preparing and timely filing on behalf of the Corporation such reports and returns as may be required from time to time to maintain the Corporation in good standing under the laws of the State of lndiana; and (v) preparing and timely filing on behalf of the Corporation any annual federal or state income tax returns required to be filed by the Corporation and such other reports and returns as may be required from time to time to establish and maintain the exempt status of the Corporation for purposes of federal and state income taxation.

Section 5.7. SECRETARY
The Secretary’s duties shall include the following: (i) attending all meetings of the members of the Board of Directors and keeping, or causing to be kept, in a book provided for that purpose, a true and complete record of the proceedings of such meetings, and performing a like duty for all standing committees appointed by the Board of Directors, when required; (ii) giving all notices of the Corporation required to be served in accordance with the provisions of these By-Laws or as required by law; (iii) keeping a list of the members of the Corporation and their respective post office addresses; (iv) acting as the legal custodian of the corporate records of the Corporation; and, (iv) in general, performing all duties incident to the office of Secretary.

Section 5.8. ASSISTANT OFFICERS
Such assistant officers, as the Board of Directors shall from time to time designate and elect, shall have such powers and duties as the officers whom they are elected to assist shall specify and delegate to them and such other powers and duties as this Code of By-Laws or the Board of Directors may prescribe. An Assistant Secretary may, in the event of the absence or disability of the Secretary, attest to the execution by the Corporation of all documents.

Section 5.9. DELEGATION OF AUTHORITY
In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any Director, for the time being, provided a majority of the entire Board concurs therein.

ARTICLE VI
Miscellaneous
Section 6.1. EXECUTION OF CONTRACTS AND OTHER DOCUMENTS
Unless otherwise required by law or otherwise directed by the Board of Directors, all contracts and agreements entered into by the Corporation and in the conduct of the ordinary course of business of the Corporation shall be executed by either the Chairman of the Board or the President of the Corporation, singly. Unless otherwise required by law or otherwise directed by the Board of Directors, any one of the documents heretofore mentioned in this Section 6.1 for use outside of the ordinary course of business of the Corporation, or any deeds, mortgages, notes or bonds of the Corporation, shall be executed by either the Chairman of the Board or the President of the Corporation, singly. However, the Board of Directors may expressly authorize by resolution any officer, employee, or agent of the Corporation to execute any such deed, mortgage, assignment, instrument, contract or agreement on behalf of the Corporation singly and without the necessity of any additional execution or attestation by any other officer of the Corporation.

Section 6.2. EXECUTION OF CHECKS, DRAFTS AND OTHER ORDERS FOR PAYMENT
All checks, drafts or other orders for payment of money in excess of two thousand five hundred dollars ($2500.00) by the Corporation must be signed jointly by the Secretary and the Treasurer or by such person or persons as the Board of Directors may from time to time so designate. An amount equal to or under $2500.00 may be signed singly by the Treasurer.

Section 6.3. FISCAL YEAR
The fiscal year of the Corporation shall begin on the first (1st) day of July and end on the thirtieth (30th) day of June of the following year.

Section 6.4. DEPOSITS
All monies of the Corporation shall be deposited in the name of the Corporation under such conditions and at such financial institution or financial institutions as shall be determined by the Board of Directors.

Section 6.5. AMENDMENT
The power to make, alter, amend or repeal the Articles of Incorporation and the Code of By-Laws of the Corporation, providing for the internal regulation and conduct of the affairs of the Corporation, shall be vested in the Sole Member. The Articles of Incorporation and the Code of By-Laws may only be amended, altered, or repealed by an affirmative vote of the Sole Member voting at a duly scheduled meeting of the Sole Member of the Corporation.

Approval date: July 23, 2012