d.  To serve as a collection point for donated airline frequent flyer miles and to use these to make airline tickets for patients and their escorts who are unable to finance travel to distant referral clinics.

            Section 1.03: Limitations on Activities.  Consistent with its charitable and educational status;

a.      AAF, Inc., shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office;

b.      No part of AAF, Inc.’s net earnings shall inure to the benefit of it’s officers, directors or other private persons; however, it is authorized to pay reasonable compensation for services rendered and otherwise make payments and distributions in furtherance of it’s purposes;

c.      AAF, Inc., shall only take actions permitted an organization exempt from taxation under paragraph 501 (c) (3) of the Internal revenue Code (“the Code”) and pertinent Income Tax Regulations, as they are amended.

 Article II. Membership

             Section 2.01: Types of members.  AAF, Inc. shall have no members or classes of membership.

 Article III. Board of Directors

        Section 3.01: Board of Directors Size.  There shall be no less than three or more than 30 Directors, as the Board may decide from time to time.

             Section 3.02: Types of Directors.  Directors shall be either

a.       Executive Directors,

b.      General Directors

            Section 3.03: Appointment of Directors.  Both Executive and General Director’s shall be appointed by the Chairman of the Board and shall be confirmed by a majority of the Board’s total membership.  Executive directors shall be appointed for an indefinite term.  General Board Members shall serve a one-year term and shall hold office until their successors have been appointed and affirmed.

            Section 3.04: Removal or Suspension.  All Directors shall serve at the pleasure of the Chairman of the Board and may be removed or suspended with, or without, cause by the Chairman.

            Section 3.05:  Meetings of the Board.  There shall be at least one meeting annually of the entire AAF, Inc. Board of Directors.  The time date and place of this meeting must be announced 60 days in advance.  Notice of this meeting must be made in writing and mailed to each Director or at the decision of the Chairman of the Board it may be posted at least 60 days in advance on the AAF, Inc., website.  In addition Executive Board and General Board meetings may be called as deemed appropriate by the Chairman of the Board or any Executive Board Member; also, a written petition of at least one-third of the total Board Members may call a General Board Meeting at a time and place to be determined by the callers.  Notice must be in writing and designed to be received at least five days in advance of the meeting if at all reasonably possible.

            Section 3.06: Quorum: Majority Vote.  A quorum of the Executive Board shall require a minimum of two Executive Directors to be present.  One third of the General Board’s total membership shall constitute a quorum. When a quorum is present at a duly called Board meeting, all actions shall be by vote of a majority of those present unless otherwise required by these Bylaws or by law.

            Section 3.07: Polling to Achieve Majority or More of the Entire Board.  Whenever any law or Bylaw requires the vote or approval of a majority or more of the Board’s total membership and such action or resolution has been approved pursuant to paragraph 3.06, such majority may be obtained by polling all non-attending Directors in writing and securing their written approval.

            Section 3.08: Conference Calls.  One or more Directors may participate in a Board meeting by means of a conference telephone or internet or other means whereby all participating Directors can communicate with one another simultaneously.  Participation in a meeting pursuant to this section shall constitute presence for the purpose of paragraph 3.06.

            Section 3.09: Board’s Total Membership.  Reference in any Bylaw to “the Board’s total membership” shall mean the total number of Directors actually in office at a particular time, not the number of Directors authorized or permitted by these Bylaws or by Board Resolution.

            Section 3.10: Conflicts of Interest.  Each Director shall:

a.      Fully disclose any and all actual and apparent conflicts of interest (including, without limitation, material financial, family, or organizational interests) the Director may have in regard to matters coming before the Board or otherwise materially affecting AAF, Inc.’s assets or affairs;

b.      Provide such related information as the Board requires to evaluate the conflict and take pertinent action;

c.      Be disqualified from voting (and participating in discussions, if so requested by the Board) on any proposed acting or remedy for the Director’s conflict(s) of interest;

d.      Abide by all laws, Bylaws, rules and decisions pertaining to conflicts of interest adopted by the Board.  However, unless a Director is disqualified by law, by Bylaw or by Board Resolution, or disqualifies himself or herself from voting on a particular matter, each Director attending a meeting is entitled to vote on all matters coming before the Board.

Article IV. Committees

            Section 4.01: Committees.   The Board of Directors from time to time may establish one or more committees.  Each committee shall have at least three members and shall serve at the Boards pleasure.  The chair of each committee shall be a member of the Board of Directors.

Article V. Officers

             Section 5.01: Titles.  AAF, Inc. officers need not be Directors.  They shall be President, Secretary and Treasurer, and other such officers and assistant officers as the Board from time to time may authorize or appoint.  The same person may not serve as AAF, Inc.’s President and Secretary at the same time.

             Section 5.02: Duties.  Officers shall have such duties and powers as normally are associated with their titles, except as the Board may otherwise provide.

             Section 5.03: Appointment.  Officers shall be appointed by the Board and serve until their successors are appointed.

             Section 5.04: Removal or Suspension.  Any officers may be removed or suspended with or without cause by the Chairman of the Board.

Article VI. Dissolution

             Section 6.01: Dissolution.  Upon AAF, Inc.’s dissolution, the Board, after paying or making provision for payment of all liabilities, shall dispose of AAF, Inc.’s assets in such a manner, or to such organizations described in paragraph 501 (c) (3) of the Code of 1986 as amended or as it may be amended, as the Board determines to be consistent with AAF, Inc.’s purpose and with applicable provisions of law.

Article VII. Bylaw Amendments 

           Section 7.01: Amendments to Bylaws.  The Board, by a vote of a majority of its total membership, may amend or repeal these Bylaws in whole or in part.

 Article VIII. Compliance with Law

             Section 8.01: Compliance With Law.  AAF, Inc.’s Directors and Officers are authorized and directed to take all steps necessary to assure that AAF, Inc. operates and transacts its affairs in full compliance with all applicable provisions of law.

Article IX. Liability and Indemnification

             Section 9.01:  Liability.  To the fullest extent permitted by law, no Officer or Director shall be personally liable to AAF, Inc. or any third party for monetary damages for breach of fiduciary duty.  Nothing herein; however, shall limit the liability of any Officer or Director to AAF, Inc. for gross negligence or misconduct, which shall be defined as:

a.      Any act or omission in bad faith, or which constitutes a knowing violation of the law;

b.      Any transaction from which the Officer or Director derived a fraudulent or otherwise improper personal or business benefit.

             Section 9.02: Indemnification.  AAF, Inc. shall indemnify and/or insure, to the maximum extent allowed by law, each former and current Director and Officer for expenses and costs (including reasonable attorney’s fees) actually and necessarily incurred in the connection with any claim asserted by reason of being or having been a Director, Officer, Corporate employee, or volunteer, except in relation to matters involving such person’s actual gross negligence or misconduct as defined in section 9.01.

Article X. Affiliation with NNAF

              Section 10.01: Affiliate Restrictions.  As a voting member (affiliate) of the National Network of Abortion Funds (NNAF), a District of Columbia nonprofit corporation, AAF, Inc. is bound by a written affiliation agreement to comply with NNAF’s pertinent dues, rules and regulations for affiliates, and as an affiliate that enjoys section 501 (c) (3) tax-exemption under NNAF’s group exemption AAF, Inc. is further prohibited from modifying Article IX of its Articles of Incorporation, which renders it subject to pertinent NNAF  policies, rules and regulations, without NNAF’  As a voting member (affiliate) of the National Network of Abortion Funds (NNAF), a District of Columbia nonprofit corporation, AAF, Inc. is bound by a written affiliation agreement to comply with NNAF’s pertinent dues, rules and regulations for affiliates, and as an affiliate that enjoys section 501 (c) (3) tax-exemption under NNAF’s group exemption AAF, Inc. is further prohibited from modifying Article IX of its Articles of Incorporation, which renders it subject to pertinent NNAF  policies, rules and regulations without NNAF’s consent.

             Section 10.02: NNAF Policies.  Nothing in these Bylaws shall be interpreted inconsistently with NNAF’s applicable policies, rules  and regulations, nor shall any amendment of these Bylaws be so framed or interpreted.

CERTIFICATION

 As President and Chairman of the Board of Directors of Abortion Access Fund, Inc., a Nebraska Non Profit Corporation, I herby certify that the foregoing constitutes a complete and accurate copy of its Bylaws, which were adopted by its Board of Directors on June 15, 2000 and are now in effect.

Signed: Mary Lou Carhart, President and Chairman of the Board

Date: June 15, 2000             

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