Section 1: Name:

The name of the organization will be Scent-cerely Yours hereafter referred to as SCY or group.

Section 2: Governance:

Scent-cerely Yours will be governed by its Bylaws, Policies and Procedures, and such actions as the Executive Board and/or group may take consistently therewith.

Section 3: Executive Board:

Will be the governing power of this organization. The Executive Board, members, and all guests will follow Roberts Rules of order (article XI) at all meetings by practice and policy.

Section 1: Membership:

There will be Four (4) classes of membership within Scent-cerely Yours:

Director

Advisor

Volunteer

Auxiliary

A. Directors:

1. Eligibility:

a. A Director position is granted to any Advisor who, through commitment and involvement in A Directors nomination is required to have a majority vote of the other Directors at that meeting, is required for this type of membership.

2. Rights and Limitations:

a. Directors must maintain their membership through attendance to functions and Planning meetings as set by a standard of 75%.

b. Directors will be maintained as a member while they reside in the community they serve.

c. Directors are, for all intent and purpose, goodwill ambassadors for the group, Promoting the functions and/or events, through out the community.

d. Directors are required to submit a report to the group no less than 4 times per year. The standard will be determine by the Executive Board.

e. The Directors are part of the governing body of the group.

B. Advisory Membership:

1. Eligibility:

a. Advisory membership may be granted by a vote of the Directors, with a majority vote, To any individuals who have made significant contributions to SCY and/or to the Community.

b. Advisors will fulfill attendance requirements of 50%.

2. Rights and Limitations:

a. Advisory members have the right to participate in all SCY functions and planning meetings.

b. Advisory members do have the right to vote at all meetings.

C. Volunteers Membership:

1. Eligibility:

a. Volunteer membership will be open to any person who is at least twenty-one (21) years of age and supportive of SCY purpose as stated in our Mission /Preamble and Purpose.

b. Volunteers must maintain their commitment by attending Planning meetings, functions and volunteering.

c. All members must live within the county they serve and/or any counties adjacent to it, excluding other states whose laws encroach on this guideline.

2. Rights and Limitations:

a. Volunteers will have the right to full participation at all functions.

b. Volunteers will fulfill attendance requirements of 50%.

c. Advisor status maybe granted after completing a prescribed Volunteer period, it is the completion of six (6) meetings.

d. Volunteers do not have voting rights with in this organization.

D. Auxiliary Membership:

1. Eligibility:

a. Auxiliary membership will be open to any person who is at least eighteen (18) years of age and expressing an interest in joining Scent-cerely Yours and supportive of the purpose as stated in our Mission /Preamble and Purpose..

2. Rights and Limitations:

a. Auxiliary members have the right to participate in Scent-cerely Yours activities when allowed.

b. Auxiliary members must maintain their membership through attendance to functions and Planning meetings as set by the Directors.

c. There is minimum requirement of attendance of 25%.

d. Auxiliary members do not have the right to vote in this organization.

Section 2: Membership Year:

The Membership Year will be from January 1 through December 31.

Section 3: Attendance:

A. Attendance will be determined by the attendance sign in sheet, member must be present at that Meeting to sign in and be present to close of meetings.

B. All attendance must be submitted no later than the beginning of the meeting.

Section 4: Voting:

Members must be present to cast a vote unless therein lies such an emergency or life situation which inhibits or prohibits the member from physically attending. There are two (2) methods prescribed.

A. Proxy votes:

1. The President must be notified of the proxy vote either via e-mail or USPS. This must be done no Later that one (1) week prior to any meeting which requires a vote from the directors.

B. The absentee votes

1. Excepted in the following circumstance only:

a. Volunteers Membership to Advisory Membership acceptance vote.

2. An absentee vote must be presented in a sealed envelope with the member's signature across the Flap, to the President prior to the calling to order of the membership meeting.

Section 5: Leave of Absence:

The Executive Board will grant a leave of absence to any member upon request. A written request by the member on Leave and Directors approval is required to reinstate active membership.

Section 1: Elected Officers:

The officers of SCY will consist of President, Vice President, Secretary, Treasurer, and Executive Advisor who will be voting members of the Council.

Section 2: Eligibility:

Advisory Membership become eligible for office upon the completion of six (6) meetings.

Section 3: Limitations:

There will be no limit as to the number of terms that a member may hold on the Executive Board. Each term of office must follow the eligibility process set forth without exception.

Section 4: Officers' Duties, and Vacancies:

A. President: The President will be the Chief Executive Officer of SCY and main spokesperson.

1. Duties: The President shall -

a. Represent SCY, as spokesperson on matters of policy or, at his discretion, assigns such responsibility to the Vice President or other members of the Executive Board

b. Prepare agendas for planning meetings

c. Appoint all chairpersons and committee members if needed, of any standing committees; such chairpersons and committee members serve at the discretion of the President

d. Sign checks jointly with the Treasurer and/or Vice President

e. Assist the treasurer to prepare an annual budget for submission to the Executive Board for approval

f. Preside at all meetings of SCY: and can appoint another Executive Board member to fill in as presider of any and all meetings

g. Be a voting member of the Council

h. Create ad hoc committees as necessary

i. Enter into contracts with outside agencies

2. Vacancy:

If the office of President becomes vacant, the Vice President will become President.

B. Vice President: The Vice President will be the next in line for President

1. Duties: The Vice President shall -

a. Act for and on behalf of the President when he is unable to perform the duties of that office

b. Be a voting member of the Council

c. Assume the office of President should the office become vacant

d. Sign checks jointly with the President and/or Treasurer

e. Perform such duties as assigned by the President and/or Executive Board.

f. Enter into contracts with outside agencies with the Boards approval

2. Vacancy:

If the office of Vice President becomes vacant, the Executive Board, will at their next meeting, elected from the general membership a successor. The successor will serve until the Executive Board reappoints the vacated seat.

C. Secretary: The Secretary is the chief officer in charge of correspondence, attendance of members and historian. The Secretary will be elected by a majority vote of the Directors casting a vote in at a duly called meeting.

1. Duties: The Secretary shall -

a. Keep a record of all proceedings and attendance of the organizations governance meetings

b. Sign official and legal documents as required

c. Maintain an official membership roll and attendance of SCY

d. Maintain a file of reports from all committees

e. Maintain a record book(s) in which bylaws and policies are kept

f. Receive and respond to correspondence directed to SCY

g. Maintain the archives for SCY, including any and all records of the group's activities

h. Perform such duties as assigned by the President and/or Executive Board

2. Vacancy:

If the office of Secretary becomes vacant, the Executive Board, will at their next meeting, elected from the general membership a successor. The successor will serve until the Executive Board reappoints the vacated seat.

D. Treasurer: The Treasurer is the chief financial officer, and will maintain all financial records. 1. Duties: The Treasurer shall -

a. Hold the funds of SCY, and disburse them upon authorization of the Executive Board

b. Submit a financial report to the Executive Board at their regularly scheduled meetings

c. Assist the President in preparation of an annual budget

d. Sign checks jointly with the President and/or Vice President

e. Preside at meetings of the Financial reports

f. Perform such duties as assigned by the President and/or Executive Board.

2. Vacancy:

If the office of Treasurer becomes vacant, the Executive Board, will at their next meeting, elected from the general membership a successor. The successor will serve until the Executive Board reappoints the vacated seat.

E. Executive Advisor: The Executive Advisor is an officer, and will maintain order at all meetings and functions.

1. Duties: The Executive Advisor shall -

a. Take the necessary steps to insure that members and guests maintain appropriate behavior at all SCY, functions and events

b. Have the authority to remove unruly members or guests from SCY meetings or events

c. Have the responsibility for the recruitment and training of Volunteers & Auxiliary Members

d. Be a voting member of the Executive Board

e. Perform such duties as assigned by the President and/or Executive Board

2. Vacancy:

If the office of Executive Advisor becomes vacant, the Executive Board, will at their next meeting, elected from the general membership a successor. The successor will serve until the Executive Board reappoints the vacated seat.

Section 5: Nominations:

Active members meeting the qualifications may be nominated for the office of President, Vice President, Secretary, Treasurer, or Executive Advisor. The nominations will Occur any members meeting

Section 6: Elections:

A. Election of the Executive Board will occur during any officially members meeting.

B. Elections will be called as need. All officers must be nominated and voted upon by the Executive Board and Advisory membership.

C. Only Executive Board and Advisory members in good standing are able to vote.

Section 7: Order of Succession:

In the event of absences or vacancies the order of succession is as follows:

A. An officer of the Executive Board will step up or be appointed by the other Executive Board members to fill the position until an election is called.

Section 8: Impeachment:

Officers may be removed from office by a two-thirds vote of the entire active Executive Board, due to gross misconduct, misrepresentation, or negligence of SCY on their part.

Section 1: Composition:

A. The Executive Board:

The Executive Board will be composed of the President, Vice President, Secretary, Treasurer, Executive Advisor duly elected by a majority of valid votes cast in a duly called election.

B. The Council:

The Council will be composed of Advisors and the Executive Board.

Section 2: Eligibility:

A. Active members may be elected to the Executive Board after of six meeting and/ or functions.

Section 3: Duties: The Executive Board shall -

A. Manage the affairs of SCY

B. Approve expenditures

C. Develop operating policies and procedures

D. Fill any officer vacancy, which may occur

E. Establish ad hoc committees when needed

F. Perform other such duties as assigned by the membership

Section 4: Terms of Office:

The office of The Executive Board is an open term. The term of office begins upon the adjournment of the membership meeting in the year in which the election was held. Some members elected to the Executive Board will continue to serve until a successor is elected.

Section 5: Meetings:

All meetings will follow Roberts Rules of Order. The Executive Board will meet at least quarterly during the Membership year. General membership meetings will follow ARTICLE VI, exception; only with a vote from The Executive Board, to change or cancel a meeting, place, time, or date with out members voting. This may include online conferences to conduct meetings.

Section 6: Vacancy:

In the event a vacancy occurs on the Executive Board the President will, assign the position to a qualified member, ratified by the entire council, and at the next Membership meeting, per the by-laws announce the vacancy has been filled. The successor will serve until the Executive Board reappoints the vacated seat.

Section 7: Elections:

Election of members of the Executive Board will occur during any Membership meeting.

Section 8: Voting:

A. Majority of the Executive Board must be present in order to call a vote.

B. In an emergency situation, The President may conduct a telephone poll vote. Telephone conferences and E-mail votes may also be conducted. The results of these electronic votes must be ratified at the next meeting of the Executive Board.

Section 9: Recall:

A. Members of the Executive Board may be removed from office by a two-thirds vote of the entire active Executive Board.

Section 1: Standing Committees:

The Standing Committees of the SCY which are appointed by the President with the confirmation of the Executive Board, are as follows:

A. Santa Saturday West Committee: Presider President

Section 2: Guideline for Charitable Activities:

Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or any future tax code.

Section 3: Reports:

A. All Standing Committees will submit reports to the Executive Board at regular membership meetings.

There will be at least four (4) meetings per year. Every meeting will follow Roberts Rules of Order. As described in Article XI:

The Executive Board may enter into contracts with independent contractors. The Executive Board will report the details of the contract to the membership within thirty (30) days of entering into an agreement.

SCY, may, by a majority vote of the Executive Board members present, affiliate with a national or international organization promoting Charity within the Community.

These Bylaws hence forth, may be amended by a two-thirds vote of active members at a duly called membership meeting, after it has been on the agenda for two previous meetings prior to voting on it. The Amendments become effective upon adoption.

SCY may be dissolved by a 90% vote of active members at a duly called membership meeting. In the event of a dissolution, the Executive Board, after reconciling all debts will distribute the remaining assets to the selected club charities. As set forth by the IRS rule below: Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

The rules contained in the current edition of Robert's Rules of Order will govern the organization in all instances when they are applicable and consistent with these bylaws and any other special rules the organization will adopt.

A quorum of this organization will consist of 51% of all full members in active status, which includes the Executive Board in this count to determine if a quorum has been reached. This will also apply to the Executive Board during any executive meetings it holds. This is based on the number of officers in office.

A properly noticed and held meeting of the membership of Scent-cerely Yours ratified these Bylaws. We, Scent-cerely Yours on this date, May 4th, 2003 at The GBLT Center located at 953 E Sahara Ave. B-25 in the city of Las Vegas, county of Clark, state of Nevada. Per membership directive these articles are made 501 (c)(3) compliant per Section 1.501(c)(3)-1(b) of the Income Tax Regulations in order to satisfy the "Organizational test".