260 CLUB OF GREEN VALLEY, INC

BYLAWS

ARTICLE I. NAME AND OFFICES.

Section 1. Name. The name of the Corporation is 260 CLUB OF GREEN VALLEY, Inc.

Section 2. Offices. The principal office of the Corporation shall be located at 248 W. Rosa Drive, Green Valley, County of Pima, State of Arizona or such other place determined by the Board of Directors. The Corporation may have such other offices, either within or outside the State of Arizona, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

ARTICLE II. PURPOSE.

Section 1. Nonprofit and Tax Exempt Status. The Corporation is a nonprofit corporation organized under the Nonprofit Corporation Laws of the State of Arizona and empowered to conduct all lawful business for which nonprofit corporations may be incorporated under such laws, but exclusively for charitable purposes. The Corporation is intended to be exempt from income tax, pursuant to the Internal Revenue Code of 1986, as amended (or corresponding provision of any future United States’ internal revenue law) (the “Code”), Section 501(c)(3), and not to be a Private Foundation as same is defined in Code Section 509.

Section 2. General Purposes. The Corporation is formed for the purpose of improving the quality of life and well being of the community of senior men living in Southern Arizona by providing education and information of a broad and varied nature.

Section 3. Specific Purposes. In furtherance of the General Purposes, the Corporation's specific purposes and powers shall include:

a. to solicit and engage in fund raising activities with the general public;

b. to invest funds received and to distribute the income there from in furtherance of the General Purposes;

c. to manage assets in furtherance of the General Purposes;

d. to receive charitable donations of all kinds and character, subject to acceptance by the Corporation;

e. to undertake and engage in all kinds and characters of other activities in furtherance of the foregoing Specific Purposes and the General Purposes.

Section 4. Limitation on Powers. Notwithstanding any other provision of these Bylaws, the Corporation shall not conduct any activities which are prohibited for corporations which qualify as exempt organizations under Code Section 501 (c) (3). In addition, no part of the net earnings of the Corporation shall inure to or for the benefit of or be distributable to its directors, officers, or other private persons, except the Corporation is authorized and empowered to pay reasonable compensation for services rendered, to reimburse for expenses incurred and to make payments and distributions in furtherance of the purposes set forth herein. Further, the Limitation on Activities set forth in the Articles of Incorporation, Article X, shall apply as a limitation on powers.

ARTICLE III. MEMBERS.

The Corporation shall have Members as follows:

Section 1. Classes of Members. The Foundation shall have one class of Members.

Section 2. Qualification of Members. Membership is open to adult male residents of Southern Arizona. Except for Life Members (see Article III, Section 3) and Directors Emeritus (see Article IV, Section 5), applicants become Members of the 260 Club of Green Valley by paying annual dues as established by the Board of Directors for the respective membership year of October 1 through May 31 of the following year.

Section 3. Life Membership. Life membership in the organization, whereby the requirement of paying annual dues for qualification is waived, shall be limited to such members as the Board of Directors shall elect by majority vote.

Section 4. Voting Rights. Each Member who is current in his obligation to pay dues shall be entitled to one vote on each matter submitted to a vote of the Members.

Section 5. Resignation. Any Member may resign by notifying the Secretary, but such resignation shall not relieve the Member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section 6. Transfer of Membership. Membership in this organization is not transferable or assignable.

ARTICLE IV. BOARD OF DIRECTORS.

Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors and shall exercise all powers that may be exercised or performed by a corporation incorporated under Arizona Nonprofit Statutes, the Articles of Incorporation and these Bylaws.

Section 2. Number of Directors. The Corporation shall have not less than fifteen (15) nor more than twenty-five (25) Directors. The number of Directors to serve each year shall be determined by the Board of Directors, thirty (30) days or more prior to the time of an increase in the number of Directors, or a lesser time period if the notice of a meeting to the Directors provides as an agenda item the matter of setting of the number of Directors.

Section 3. Election and Filling Vacancies. The Directors to be elected shall be nominated at a regularly scheduled meeting of the Board and shall be elected by a majority vote of the then remaining Directors at such meeting, except as otherwise provided for filling vacancies resulting from resignations, removals or an increase in the number of Directors to serve and except as provided for the designation of the initial Directors. The Nominating Committee

shall make recommendations to the Board of Directors of persons to serve as Directors. The Board of Directors shall elect its members by the affirmative vote of a majority of the then remaining Directors, with each Director having one vote for each of the Directors to be elected, such voting to be on a non-cumulative basis.

Section 4. Term. Each Director shall serve until that Director resigns or is removed in accordance with Section 6 hereof. Any Director who is absent from three (3) consecutive regularly scheduled meetings of the Board without advance notice to either the President or the Secretary shall be deemed to have resigned from the Board.

Section 5. Director Emeritus. Any Director who has served at least five (5) years on the Board of Directors or has held a responsible position as an Officer or as a Committee Chairman may be designated a Director Emeritus, upon approval by the Board, unless the Director requests otherwise. A Director Emeritus shall not have voting privileges on the Board of Directors.

Section 6. Resignation and Removal. Any Director may resign at any time by giving written notice to the President or the Secretary. The resignation of any Director shall take effect at the time specified in such notice, and the acceptance of such resignation is not necessary to make it effective, unless otherwise specified in the resignation. A Director may be removed at any time, with or without cause, by a two-thirds (2/3) or greater vote of all of the Directors then serving.

ARTICLE V. MEETINGS OF THE BOARD. MEETINGS OF THE CLUB.

Section 1. Regular Meetings of the Board. The Regular Meetings of the Board of Directors shall be held on the second Tuesday of each month, for the nine (9) months of September through May, at 260 Club of Green Valley, or other place in Arizona as otherwise determined by the Board of Directors and as designated in the Notice to the meeting. If any day fixed for a Regular Meeting shall be a legal holiday at the location where the meeting is to be

held, then the meeting shall be held at the same place and time of day on the next succeeding business day that is not a legal holiday.

Section 2. Annual Meetings. The Annual Meeting of the Board of Directors shall be held at the regular meeting held in March of each year, with the first Annual Meeting to be held in March 2004. The meeting shall be held at the 260 Club of Green Valley or other place in Arizona designated in the Notice to the meeting. The Annual Meeting shall be one of the Regular Meetings of the Board of Directors.

Section 3. Club Meetings. Club Meetings of the 260 Club shall be held on the first Wednesday of each month, for the eight (8) months of October through May, at 260 Club of Green Valley, or other place in Arizona as otherwise determined by the Board of Directors and as designated in the Notice to the meeting. If any day fixed for a Club Meeting shall be a legal holiday at the location where the meeting is to be held, then the meeting shall be held at the place and time as the Board of Directors shall determine.

Section 4. Special Meetings. A special meeting of the Board of Directors or a special meeting of the Club may be called at any time by the President or by any five (5) members of the Board of Directors. The meeting shall be held at the office of the Corporation or other place within or outside of Arizona, designated in the Notice to the meeting.

Section 5. Notice, Method thereof and Waiver. A Notice of the place, date and hour of a meeting, and in the case of Special Meetings, the purpose or purposes for which the meeting is called, shall be made by telephone call or by electronic mail notice to each member, by general notices posting on the bulletin boards of Green Valley Recreation facilities, by press releases to local newspapers, and/or any other means that the Board of Directors may choose. Notice to any meeting may be waived by any Director. The attendance of a Director at a meeting shall constitute waiver of Notice to such meeting, except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

Section 6. Quorum. A majority of the Directors shall constitute a quorum for the transaction of any business by the Board of Directors. Those who attend the meeting where a quorum can not be obtained may adjourn any meeting, from time to time, until the meeting shall be regularly constituted, at which time any business may be transacted which might have been transacted at the meeting as originally noticed. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

Section 7. Conduct of Meetings. The President shall preside at all meetings of the Board of Directors and of the Club. In the absence of the President, then the Vice President shall preside. Robert's Rules of Orders, as then currently published, shall govern the conduct of all meetings.

Section 8. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the governing Statutes, the Articles of Incorporation or these Bylaws require a different vote.

Section 9. Action by Consent. Consent in writing by all Directors then serving shall constitute the unanimous act of the Board of Directors even though no meeting was held.

Section 10. Telephone Meetings. Any meeting of the Directors may be held by the means of conference telephone or similar communication arrangement by which all of the persons participating in the meeting can hear each other, and such participation shall constitute presence at the meeting.

Section 11. Compensation and Expenses. Directors shall serve in that capacity without compensation; however, the expenses of a Director incurred by reason of attendance at a meeting or in pursing the business and affairs of the Corporation as authorized by the Board of Directors may be paid for or reimbursed to the Director upon action by the Board of Directors.

ARTICLE VI. OFFICERS.

Section 1. Offices. The offices of the Corporation shall be the President, one or more Vice-Presidents, Secretary, Treasurer and such other offices as the Board of Directors shall determine from time to time. Any of the offices may be combined and held by one person.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at their regularly scheduled April meeting in each calendar year, and shall take office on September 1 of that same year. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. New offices may be created and filled at any time by the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified. The Nominating Committee shall submit a slate of officers at the regularly scheduled March meeting in each calendar year.

Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed.

Section 4. President. The President shall be the chief executive officer of the Corporation and shall supervise and control all of the business operations and affairs of the Corporation. The President may sign, with the Secretary or other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, these Bylaws, or by Statute to some other officer or agent of the Corporation.

Section 5. Vice-President(s). The Vice-President(s) shall perform such duties as may be designated by the Board of Directors. If there be more than one Vice-President, then the Vice-President designated as the more or most senior shall so act, or if none is so designated, then in the order elected.

Section 6. Secretary. The Secretary shall keep a record of the minutes and proceedings of all meetings of the Directors, and shall give notice of the meetings as required by these Bylaws, the Articles of Incorporation or by Statute. The Secretary shall have custody of all books, records and papers of the Corporation, except as shall be in charge of the Treasurer or some other person authorized to have custody and possession thereof as designated by the Board of Directors. The Secretary shall attest any documents executed by the Corporation.

Section 7. Treasurer. The Treasurer shall have charge of and custody of and be responsible for all monies of the Corporation and shall keep account of all monies received and disbursed by the Corporation, and shall deposit all monies and valuables in the name of and to the credit of the Corporation in such banks and depositories as the Board of Directors may designate.

ARTICLE VII. COMMITTEES.

Section 1. Formation of and Limitations on Committees. The Board of Directors, by resolution adopted by a majority of the Directors in office may designate and form an Executive Committee, and may designate and appoint one or more other committees by a majority vote of those present at a meeting at which a quorum is present. Each committee shall consist of two or more Directors, and, except for any Executive Committee, may have members who are not members of the Board of Directors. Committees shall have and exercise the authority granted to them in the resolution. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; restating the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.

Section 2. Executive Committee. If formed, the Executive Committee shall consist of three or more members of the Board of Directors, and may have and exercise the authority of the board of Directors in the management of the Corporation as is designated by the Board in the resolution that forms the Executive Committee.

Section 3. Standing Committees. The President shall appoint the chairmen of the following standing committees, subject to approval by the Board of Directors at its next regularly scheduled meeting: (a) Program and Publicity Committee, (b) Commissary Committee; (c) Greeting Committee; (d) Nominating Committee; (e) Membership Service Tables Committee; (f) Calling Committee, and such other Committees as the President deems necessary. The chairman of each such committee, or the President, shall propose a slate of members of said committee at the meeting at which the appointment of the chairman is approved by the Board of Directors, or at its next thereafter regularly scheduled meeting.

Section 4. Term of Office and Removal. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member cease to qualify as a member thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

ARTICLE VIII. FINANCES AND RECORDS.

Section 1. Books and Records. The Corporation shall keep correct and complete books and records of account at the offices of the Corporation. The Corporation shall keep minutes of the proceedings of the Board of Directors at the office of the Corporation.

Section 2. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by the Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 3. Accounts. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President of the Corporation.

Section 4. Fiscal Year. The Fiscal Year of the Corporation shall end on August 31 of each year.

Section 5. Corporation Seal. The Corporation's seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of incorporation, and the words "Corporate Seal," and "Arizona". The Corporation's seal shall be in the custody of the Secretary or such other person as the Board shall designate. An imprint of the seal is made in the right margin.

ARTICLE IX. INDEMNIFICATION.

Section 1. General Indemnification. The Corporation shall indemnify and hold harmless the Officers, Directors, Committee Members, employees and agents of the Corporation to the extent permitted by Arizona Revised Statutes §10-3850 et seq. (or corresponding provision of subsequent law).

Section 2. Liability Insurance. The Corporation shall obtain and maintain in full force and effect a policy or policies of general liability insurance to cover all accidents and all other incidents and injuries occurring at or in relation to any meeting of the Board of Directors or any Club meeting or any scheduled activity by the Club in which its members and guests may participate.

ARTICLE X. DEALINGS WITH DIRECTORS. OFFICERS OR COMMITTEE MEMBERS.

Section 1. Permitted Dealing With Directors. Officers and Committee Members. No contracts or business transactions between the Corporation and one or more of its Directors, Officers or Committee Members, or a corporation, partnership, limited liability company, association or other organization in which the Corporation Director, Officer or Committee Member is a Director, officer, partner, member or employee or in which he or she has a financial interest shall be void or voidable solely for this reason, or solely because the Director, Officer, or Committee Member is present at or participates in the meeting of the Board or Committee thereof which authorizes the contract or business, if the material facts as to his or her relationship or interest in the contract or business transaction are disclosed or are known to the Board or Committee, and the Board or Committee in good faith authorizes the contract or business transaction by the affirmative votes of the majority of the disinterested Directors, Officers or Committee Members, even though the disinterested Directors, Officers, or Committee Members may be less than a quorum.

Section 2. Determining Quorum. Common or interested Directors, Officers, or Committee Members may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which approves a contract or business transaction described in the previous section.

ARTICLE XI. DISSOLUTION.

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation to such organization(s) organized and operated exclusively for charitable purposes which qualifies as an exempt organization (s) under Section 501 (c) (3) of the Code, and which has a purpose similar to that of this Corporation. Any assets of the Corporation not so disposed of shall be disposed of by the Superior Court of the State of Arizona, in and for the County of Pima, exclusively for such purposes or to such organization(s) which are organized and operated exclusively for such purposes, as said Court shall determine.

ARTICLE XII. AMENDMENTS.

The power to alter, amend or repeal the Bylaws of the Corporation shall be vested in the Board of Directors. A two-thirds (2/3) majority vote of all the Directors in office shall be required to effect an alteration, amendment or repeal of the Bylaws; provided, however, that if the General Purpose or the Special Purpose provided in Article II is changed, then three-quarters (3/4) vote of all Directors in office shall be required to effect such amendment.

DATED: May 11, 2004.

APPROVED: {The document was signed by M. Douglas Cameron, President, and Edward G. Brown, Jr., Secretary.}