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BY-LAWS

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NEGATIVE POPULATION GROWTH, INC.

Article I
Purpose



The purpose of Negative Population Growth, Inc. ("NPG") shall be to promote understanding and appreciation of the need for, and otherwise further by all lawful means, the achievement of a lower level of population in the United States.



Article II
Membership



§ 1. Eligibility.
Any person, including any individual, firm, corporation or unincorporated association, shall be eligible to be a member of NPG upon signing such membership or application form as the Board of Directors may require and by the payment of such fees as shall be fixed by the Board for membership. There shall be no other requirements for membership.

§ 2. Classes of Members.
Membership may be divided into more than one class by determination of the Board of Directors and the Board may fix and determine dues for such classes, provided, however, that all members, regardless of class of membership, shall be equal in voting privileges as hereinafter specified. The Board may also confer honorary membership with such rights and privileges as the Board may from time to time determine. The Board shall fix the amounts and dates of payment of dues by members.

§ 3. Annual Meeting of Members.
A general meeting of the members of NPG shall be held annually at 2:00 P.M. on the third Wednesday of April of each year (unless that day is a legal holiday, in which case it shall be held on the next business day), or on such other date as designated by the Board of Directors, provided that prior notice, as described herein, is provided to members. General meetings of members shall be held at such place as the Board shall from time to time determine.

§ 4. Special Meetings of Members.
Special meetings of the members of NPG may be called by the Board or by the President. In addition, special meetings shall be called by the President or by the Secretary at the request in writing of ten percent or more of the voting members of NPG. Such request shall state the purpose or purposes of the proposed special meeting and business transacted at a special meeting shall be confined to those matters stated in the notice of special meeting. Such request shall also specify the date on which such meeting will be held, and such date shall not be less than 60 days or more than 90 days from the date of the written request.

§ 5. Notice of and Actions to be Taken at Meeting of Members.
(a) Written notice of each meeting of members shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and if it is a special meeting, shall indicate by or at the direction of which person or persons the meeting is called. In addition, the notice shall describe in detail any action to be taken at the meeting, including the election, adoption or change of directors (identifying affected existing directors or individuals nominated to be directors), by-laws or policies of NPG. Notice of meetings given by first-class mail to each member entitled to vote at such meeting shall be given not less than twenty days nor more than fifty days prior to the date of the meeting. If notice is not given by first-class mail, at the discretion of the Board of Directors, it shall be given either by any other class of mail not less than thirty nor more than sixty days before the date of the meeting or by publication as permitted by law. Certification by the secretary of the corporation shall be prima facie evidence on the receipt and distribution of notice and information, as provided by law.
(b) Actions to be taken at a meeting may be proposed by the Board of Directors or by written petition of at least five percent of the voting members. If an action to be taken at a meeting of the members (including both motions and nominations or changes to the Board of Directors) is proposed by anyone other than the Board of Directors, the persons proposing the action shall provide to the Secretary complete information for the notice to members at least thirty days prior to the mailing date of the notices; if sufficient information is not provided in time, no such proposed action not otherwise fully described in the notice to members may be considered at the meeting.

§ 6. Quorum.
Five percent of the voting members of NPG shall constitute a quorum for the transaction of business at a meeting. Once a quorum is present at any meeting, it shall not be deemed destroyed or broken by the subsequent withdrawal of any members from the meeting. Members present at any meeting where less than a quorum is present may adjourn the meeting until a quorum is present.

§ 7. Record Date.
In order to determine the members entitled to notice of or to vote at any meeting of members or to express consent to or dissent from any proposal without a meeting or for any other purpose, the record date for determining membership shall be fifty days prior to the meeting. The Board may change such record date, subject to applicable law, provided that such change is made by the Board not less than sixty days prior to the otherwise scheduled record date.

§ 8. Qualification of Voters.
Every member of record in good standing shall be entitled to one vote at every meeting of members. The election of directors shall be by a plurality of the votes cast at a meeting of members. All other corporate action shall be authorized by a majority of the votes cast, unless otherwise provided by law.

§ 9. Voting by Proxy.
Every member entitled to vote at a meeting of members or to express consent to or dissent from any proposal may authorize another person or persons to act for the member by proxy. A proxy shall be signed by the member or the member's attorney-in-fact, evidence of whose authority shall be attached to the proxy. No proxy shall be valid after the expiration of eleven months from the date thereof. Each proxy shall be revocable, prior to exercise, at the pleasure of the member executing it, except as otherwise provided by law, by giving written notice to the Secretary.

§ 10. Voting by Ballot.
In the discretion of the Board, any business that may be conducted at any meeting of members may be conducted by the mailing of a written ballot to members not less than thirty days prior to the latest date provided for written notice of a meeting. Such ballot shall clearly set forth the matters to be voted on and in the event of such use of a written ballot, voting shall be by the member and not by proxy.



Article III
Directors



§ 1. Number of Directors.
The management of the business of the corporation shall be vested in a Board of Directors, consisting of five members. The Board, by amending these By-laws, may change the number of directors, provided that no such change shall shorten the term of an incumbent director.

§ 2. Term of Directors.
Each director shall serve a term, not to exceed three years, set by the Board.

§ 3. Qualifications of Directors.
To qualify for election as a director, a person shall be a member (of any type) of NPG and be at least eighteen years of age.

§ 4. Removal of Directors.
Any or all of the directors may be removed for cause by a majority of the whole Board of Directors. Directors may be removed without cause only by majority vote of the members.

§ 5. Resignation of Directors.
A director may resign at any time by giving written notice to the Board, the President or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

§ 6. Vacancies in the Board.
Newly-created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason (except the removal of directors without cause) may be filled by a vote of a majority of the directors then in office, although less than a quorum then exists. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death or removal shall be elected for the unexpired term of the director's predecessor.

§ 7. Quorum of Directors.
A majority of the members of the Board shall constitute a quorum for the transaction of business. Presence by a director by conference telephone call shall constitute presence in person at a meeting.

§ 8. Place of Board Meetings.
The Board may hold its meetings at such place as it may from time to time determine. Board meetings may be held by conference telephone call, provided that all persons shall be able to hear and be heard by each other.

§ 9. Annual Organization Meeting.
Following each regular annual meeting of members, the Board shall convene, without further notice, to elect officers and to organize the Board and officers of the corporation for the coming year.

§ 10. Notice of Meetings of the Board.
Regular meetings of the Board may be held without notice at such time and place as the Board shall from time to time determine. Special meetings of the Board shall be held upon not less than three days' notice, upon call of the President or upon call of any two directors. Such notice shall be given personally, by mail or by wire. Notice of a meeting need not be given to any director who submits a waiver of notice, whether before or after the meeting takes place, or who attends the meeting without protesting prior thereto or at its commencement the lack of adequate notice to him. Any meeting of the directors may be adjourned in the absence of a quorum by any director present. Three days' notice of adjournment to another place and time shall be given all directors.

§ 11. Committees of the Board.
The Board may designate from among its members or from among members of the corporation such special committees as it shall deem necessary or advisable and each such committee shall serve at the pleasure of the Board.

§ 12. Compensation of Directors.
No compensation shall be paid to directors, as such, for their services, but by resolution of the Board a fixed sum and expenses for attendance may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

§ 13. Chairman of the Board.
At all meetings of the Board, the President, or, in the President's absence, a Chairman chosen by the Board, shall preside.



Article IV
Officers



§ 1. Offices, Election, Term.


(a). The Board shall elect or appoint from among its members a President, and from the membership of NPG one or more Vice-presidents, a Secretary and a Treasurer, and such other officers as it may determine.
(b) Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and shall have qualified.
(c) Any officer elected or appointed by the Board may be removed by the Board with or without cause.
(d) In the event of the death, resignation or removal of an officer, the Board may elect or appoint a successor to fill the unexpired term.
(e) Any two or more offices, except the offices of President and Secretary, may be held by the same person.
(f) The salaries of all officers shall be fixed by the Board and the Board may require any officer to give security for the faithful performance of the officer's duty.


§ 2. The President.
The President shall be the chief executive officer of the corporation. The President shall preside at all meetings of the Board and of the members. The President shall have the management of the corporation and the duty to carry into effect all lawful orders and resolutions of the Board.

§ 3. The Vice-Presidents.
The Vice-President, or if there be more than one, the First Vice-President, shall have and exercise the powers and functions of the President during the President's absence or disability to act. The Vice-President shall also perform such other duties as may be prescribed by the Board.

§ 4. The Secretary.
The Secretary shall attend all meetings of the Board and of the members, record all votes and minutes of all proceedings, give or cause to be given notice of meetings of members and of special meetings of the Board. The Secretary shall have custody of the seal of the corporation and affix it to any instrument when authorized by the Board. The Secretary shall keep all documents and records of the corporation as required by law in a proper and safe manner.

§ 5. Treasurer.
The Treasurer shall have the custody of the corporate funds and shall keep accurate accounts of receipts and disbursements in the corporate books. The Treasurer shall deposit all money and other valuables in the name of and to the credit of the corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as ordered or authorized by the Board and preserve proper vouchers for such disbursements. The Treasurer shall render to the President and the Board at regular meetings of the Board or whenever they shall require it an account of all of the transactions as Treasurer and of the financial condition of the corporation.

§ 6. Assistants to Officers.
The Board may appoint an assistant to any of the officers of the corporation with duties and powers designated by the Board.



Article V
Corporate Seal



The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words "Corporate Seal, New York". The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto.



Article VI
Execution of Instruments



All corporate instruments and documents shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate. Instruments for the transfer of money may be signed by the Treasurer alone in amounts up to $____ and by the Treasurer and one other officer or person designated by the Board for amounts in excess of $________.



Article VII
Fiscal Year



The fiscal year of the corporation shall terminate at the end of business on the last day of December and the following year shall begin on the next day thereafter.



Article VIII
Amendment of By-laws



These by-laws may be amended at any time by the vote of the members or by a majority of the full Board of Directors.
If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board, the notice of the next meeting of members for the election of directors shall set forth the by-laws so adopted, amended or repealed, together with a concise statement of the changes made.



Article IX
Miscellaneous



§ 1. Facsimile Signatures.
Facsimile signatures of any Director or officer of the corporation may be used whenever and as authorized by the Board of Directors.

§ 2. Reliance Upon Books, Reports and Records.
Each Director and each officer of the corporation shall, in the performance of official duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

§ 3. Time Periods.
In applying any provision of these By Laws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

§ 4. Indemnification.
(a) Unless otherwise prohibited by law, the corporation shall indemnify any Director or officer, any former Director or officer, or any person who may have served at its request as a director or officer of another corporation, whether for profit or not for profit, against any and all expenses and liabilities actually and necessarily incurred by or imposed on the person in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which the person may be or is made a party by reason of being or having been such Director or officer; provided, however, that there shall be no indemnification in relation to matters as to which the person shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to the corporation for damages arising out of the person's own negligence or misconduct in the performance of a duty to the corporation.
(b) Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such Director or officer. The corporation may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any Director or officer; provided, however, that such director or officer shall undertake to repay or to reimburse such expense if it should be ultimately determined that the person is not entitled to indemnification under this Article.
(c) The provisions of this section shall be applicable to claims, actions, suits, or proceedings made or commenced after January 1, 1999, whether arising from acts or omissions to act occurring before or after that date.
(d) The indemnification provided by this section shall not be deemed exclusive of any other rights to which such Director or officer may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of the corporation to make any indemnification permitted by law.
(e) The Board of Directors may authorize the purchase of insurance on behalf of any Director, officer, employee, or other agent against any liability asserted against or incurred by him which arises out of such person's status as a director, officer, employee, or agent or out of acts taken in such capacity, whether or not the corporation would have the power to indemnify the person against that liability under law.
(f) In no case, however, shall the corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended ("the Code"). Further, if at any time the corporation is deemed to be a private foundation within the meaning of § 509 of the Code then, during such time, no payment shall be made under this section if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in § 4941(d) or § 4945(d), respectively, of the Code.
(g) If any part of this section shall be found in any action, suit, or proceeding to be invalid or ineffective, to the fullest extent possible, the validity and the effectiveness of the remaining parts shall not be affected.

§ 5. Avoidance of Excess Benefit Transactions.
The Board shall, by resolution, adopt a conflict of interest policy or other policy statement to minimize the possibility of engaging in an excess benefit transaction without overburdening the organization. Until and unless changed by the Board, the policy outlined on the attached compensation policy shall be the organization's current policy.

The foregoing Revised By Laws were adopted by the Directors on September 8, 1999.



Negative Population Growth, Inc.
COMPENSATION FOR SERVICES



Compensation for Services:

No Compensation for Service As Director: Directors of NPG (hereinafter "the organization") are not compensated for their service as Directors.

Reasonable Compensation: Any person, including Directors, may receive compensation for reasonable services performed on behalf of or in furtherance of the tax-exempt goals of the organization, on the same terms as any other qualified person. As required by law, this compensation must be based on the Fair Market Value of the services, and must not exceed the level paid by comparable organizations. In no event will the organization pay compensation which would be unreasonable under applicable law.

Conflicts of Interest: All Directors and employees must disclose any financial or familial interest in a proposed financial transaction with the organization. No person with a financial or familial interest in a transaction shall participate in approval of the transaction; although such persons may discuss or answer questions about the proposed transaction, they must leave the discussion prior to any final deliberation and voting.

Determining Reasonable Compensation: The organization will use three methods to determine reasonable compensation in particular situations:


Substantial Amounts and General Policies: Any financial transaction with a "disqualified person" (as defined by the Internal Revenue Service) with a value which exceeds $25,000 and any general organizational compensation policies or procedures to be implemented without further Board review must be approved by disinterested Directors, after full disclosure and consideration of reports and recommendations as to Fair Market Value and comparability. In all such Board considerations, the intent is to follow IRS rules in utilizing the "safe harbor" against excess benefit transactions.

If there are no Board members who are disinterested, the Board shall nominate an Excess Benefits Transaction Review Committee ("Committee"), composed of one or more persons who have no interest in the proposed transaction, to undertake a similar review, and which shall have the authority to approve or disapprove the transaction without further Board action. A Committee shall follow IRS rules to utilize the "safe harbor" against excess benefit transactions (as described in IRS regulations). A Committee may obtain professional legal or consulting assistance to comply with its responsibilities and to avoid personal liability as "organization managers" under IRS rules. Each person appointed to a Committee shall be informed that a decision to approve the transaction may subject the person to liability as an "organization manager" under IRS rules if the transaction is subsequently found to be an excess benefit transaction. A Committee shall report fully to the Board after its consideration of any proposed transaction.

Any Board action or Committee report shall be included in the minutes of the Board meeting at which the action was taken or report received, and any documentation or documents supporting the transaction shall be attached to the minutes. The minutes shall be reviewed and corrected or approved as to accuracy at the next Board meeting.

Smaller Amounts and Implementation of Policies: Any financial transaction with a "disqualified person" with a value greater than $1,000 but less than $25,000, and any other financial transaction with any person which is permitted under a general policy established by the Board must be approved by a duly-authorized Excess Benefits Transaction Committee of the Board, as described above ("Committee"), after full disclosure and consideration of reports and recommendations as to Fair Market Value and comparability. The Committee shall operate as described above. A Committee may obtain professional legal or consulting assistance to comply with its responsibilities and to avoid personal liability as "organization managers" under IRS rules.

De Minimis Amounts: Financial transactions with a value less than $1,000 shall be reviewed and approved by a duly-authorized employee of the organization, according to policies established by the Board or staff according to general rules of business procedure. Employees may obtain professional legal or consulting assistance to comply with their responsibilities and to avoid personal liability as "organization managers" under IRS rules.



Business-Related Expenses:
Directors and employees may receive reasonable reimbursement for their legitimate expenses in performing their duties, as permitted by applicable law and Board resolutions. Reasonable reimbursement shall not include luxury travel accommodations or spousal expenses without specific approval under the compensation review structure described above.



Tax Reporting:
All compensation, including appropriate expenses, will be reported as compensation on tax reporting forms, as required by law.



Resolution #1, Board Meeting
The Board, pursuant to the By-laws, hereby establishes the date for the thirty-sixth Annual Meeting of members of NPG.

The meeting will be held at 12 noon on Thursday, October 22, 2009, in Ft.
Lauderdale, Florida, at the Holiday Inn Express Convention Center.

Mailing date for membership notices would be forty-five days prior to the meeting, thus, the mailing date would be Monday, September 7, 2009. Material for inclusion in the mailing must be received by thirty days prior to the mailing date or Saturday, August 8, 2009.

Record date for membership would be fifty days prior to the meeting date, or Wednesday, September 2, 2009.

These dates may be changed by further Board action if necessary.