Constitution and Bylaws

Amended as of November 5, 2001

ARTICLE I – Members

SECTION 1. Qualifications of members: Persons qualified for
membership shall include all persons of Basque extraction, their spouses and
family whether of Basque extraction or not. Other individuals regardless of
race, creed or sex, who are interested in the preservation and promotion of
Basque heritage, culture, customs and traditions may also become members.

SECTION 2. Meetings of members: The meeting of the members for
consideration of reports and transactions of any business pertaining to
affairs of the organization shall be held at the descretion of the officers
at such place and hour as may be designated.

SECTION 3. Quorum: Ten percent (10%) of the membership shall
constitute a quorum for the transaction of any and all business with every
power of the members of the organization to transact at such meeting.

SECTION 4. Dues: There shall be one (1) class of membership in this
organization; and the membership fee shall be proposed by the Board of
Directors and approved by the membership. They shall be due on January first
(1st) of each year and payable on or before the membership event each year,
save and excepting the first year’s membership shall be due and payable at
the time of joining. All adults, eighteen (18) years or older, must pay
regular fees if they wish to take part in club activities.

SECTION 5. Notice of meetings: Special meetings of the members may be
called at any time by the President, or in the absence, by the
Vice-President, and it shall be their duty to call such meeting when so
directed by the Board of Directors. Upon failure of the President or
Vice-President to call such a meeting within five (5) days after so requested
such meeting may be called by a majority of the Board of Directors. Notice
of the special meeting shall state time and place as well as object and
purpose of such meeting. Special meetings may also be called at the request
of twenty-five percent (25 %) of the membership in good standing. At least
one (1) week’s notice shall be given members prior to a meeting.

ARTICLE II – Board of Directors

SECTION 1. Number and Power: The corporate powers of the organization
shall be vested in the Board of Directors. The Board of Directors shall
consist of fourteen (14) members. They shall be eight (8) elected at large
from the current membership and the six (6) elected officers of the
organization. President, Vice-President, Secretary, Treasurer, and two (2)
NABO (North American Basque Organization) Representatives.

SECTION 1A. Officers of the Board of Directors: There will be a
Chairman and Vice-Chairman of the Board elected by the Board of Directors.

SECTION 2. Election of the Board of Directors: Candidates for the
Board of Directors shall be nominated by the Nominating Committee in the
November of each year. Ballots will be mailed to all members for the
election of Directors. Ballots will be counted by the Nominating Committee
at the regular Board meeting in December of each year. Four (4) members
will be elected for a two (2) year term, and four (4) of the current
Directors shall be held over for an additional year.

SECTION 2A. Tie vote in election of Board of Directors: In case of a
tie vote in the election of the Board of Directors, the President will call a
special general membership meeting according to the provisions in Article I,
Section 5, and the election will be decided at the meeting regardless of a
quorum.

SECTION 3. Quorum: A majority of the members of the Board of Directo
rs shall constitute a quorum for the transaction of all necessary business of
the organization. The President votes only in case of a tie.

SECTION 4. Special Meetings; Special meetings may be called by the
Chairman, or in his absence, by the Vice-Chairman, upon three (3) days’
notice to each Director.

SECTION 5. Vacancy on the Board of Directors: In the event of
inability or unwillingness of a Director to maintain his official capacity,
the President will appoint a new Board member to complete the unexpired term.

SECTION 6. Absence from Meetings: Non-attendance by any member of the
Board at three (3) consecutive meetings may be cause for replacement as specified in
Section 5.

ARTICLE III – OFFICERS

SECTION 1. Number: The Officers of the organization shall be
President, Vice-President, Secretary, Treasurer, and two (2) NABO
Representatives. A Vice President shall be elected to a three year
commitment, and will serve for one (1) year as Vice President, the next
year as President, and the third year as Past President Advisor to the Board.
All other offices shall serve a two (2) year term. The NABO Representatives
elected to provide that one is elected each year for their two year term.

SECTION 2. Election: All offices that are due to be filled shall be
nominated by the Nominating Committee in the November of each year. Ballots
will be mailed to all members for the election of Officers. Ballots will be
counted by the Nominating Committee at the regular Board meeting in December
of each year.

SECTION 2A. Tie Vote in the Election of Officers: In case of a tie
vote in the election of Officers, the President will call a special general
membership meeting according to the provisions in Article I, Section 5, and
the election will be decided at that meeting regardless of a quorum.

SECTION 3. President: The President of the organization shall preside
at all meetings of the general membership. He/She shall sign all documents
at the direction of the Board of Directors. The President shall appoint and
oversee a member to act as “Sunshine Person”.
This person shall respond to personal situations of the membership for family
births, deaths, weddings, and illness by appropriate action.

SECTION 4. Vice-President: The Vice-President shall act at the
direction of the President or in the event of inability or unwillingness on
the part of the President to act. It shall be the Vice-Presidents duty to
oversee the Scholarship Committee when appropriate.

SECTION 5. Secretary: The Secretary shall record proceedings of
General and Board meetings. He/She shall have custody of records of the
membership and shall give notice of meetings as required by these bylaws.
He/She shall oversee the timely production of a newsletter to the general
membership.

SECTION 6. Treasurer: The Treasurer shall keep all necessary records
of the organization’s monies, receipts, disbursements, etc., accounting for
all funds of the corporation coming into his/her possession as directed by
the Board of Directors, and shall comply with all regulations of the Internal
Revenue Service.

SECTION 7. NABO Representatives: They shall attend the NABO meetings
and report news obtained and activities of NABO at our Boards regular
meetings.

SECTION 8. Line of Successors: In the event of inability or
unwillingness of the President to maintain his/her official capacity, the
line of successors shall be as follows: Vice-President, Chairman of the
Board of Directors, Vice-Chairman of the Board of Directors.

SECTION 9. Vacancy in an office: In the event of inability or
unwillingness of an Officer other than the President to maintain his/her
official capacity, the President, with the approval of the Board, will
appoint a member to complete the unexpired term.
SECTION 10. Absence from Meetings: Non-attendance by any Officer or
Board of Director Member at three (3) consecutive meetings may be cause for
replacement as specified in Section nine (9).

ARTICLE IV – COMMITTEES

SECTION 1. Standing Committees: The Standing Committees appointed by
the President shall be: Membership Committee and Nominating Committee.

SECTION 1A. Membership Committee: The Membership Committee shall be
responsible for the official records of members and for making all
arrangements for the effective conduct of general membership meetings.

SECTION 1B. Nominating Committee: The Nominating Committee shall be a
committee of five (5) members in good standing. They shall contact all
nominated members in good standing personally before completing the ballot.
They shall count the election ballots as provided in the relevant Sections.
No member of the committee shall be eligible to run for office while serving
on the committee.

SECTION 2. Special Committees: The President shall appoint members of
such Committees as he/she deems necessary or such as the Board of Directors
shall create. The acts of every comittee shall fulfill such purposes ofthe
organization as set forth in the Articles of Incorporation and shall be
subject to approval of the Board of Directors and/or the membership. All
committees shall present a progress report to the entire membership at the
first general meeting.

ARTICLE V – VISITORS AND GUESTS

SECTION 1. Special Activities: The Board may designate certain
functions as public, for members only, or for members and their guests and
may make such rules and regulations concerning such functions as they may
deem necessary.

SECTION 2. Politics: No support will be given to politicians as a
club.

ARTICLE VI – AMENDMENTS

SECTION 1. These bylaws may be repealed of amended of new bylaws adopted
after a motion to that effect has been made and carried at two (2)
consecutive general meetings, or two (2) consecutive announcements by mail.
The motion shall be adopted by a majority of members present at the second
(2nd) and final reading, or by a majority of returned ballots on the second
(2nd) announcement.

ARTICLE VII – PROVISION FOR DISOLUTION OF ORGANIZATION

SECTION 1. In the event of disolution of this organization, the assets of
same after payment of all debts and liabilities shall be donated to any
non-profit organization.