(A District of Columbia Nonprofit Corporation)

PREAMBLE

Citiwide Computer Training Center (hereafter referred to as the “Corporation”) has been established to help underprivileged people acquire the education and skills they need to succeed in our technology driven society and other such charitable organizations exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers, and not to the extent such act or thing is inconsistent with Section 501(c)(3) of the Code.

ARTICLE I – NAME AND ORGANIZATION

SECTION 1.  Name. The name of the Corporation shall be Citiwide Computer Training Center.

SECTION 2.   No Capital Stock. The Corporation shall have no capital stock, its objectives and purpose being solely of a benevolent character and not for pecuniary gain or profit to its members. No part of the income or assets of the Corporation shall inure to the benefit of any individual or group member.

SECTION 3.   Organization. Citiwide Computer Training Center is organized exclusively for charitable and educational purposes.

ARTICLE II – MEMBERS

SECTION 1.   Members. The Corporation shall have Members as follows:

Class A: Regular Members: Regular voting membership in the corporation is limited to persons or firms who pay regular dues and are engaged in the development of computer skills and educational progress of the inhabitants of the community. Regular members may serve as directors of the Corporation and hold office.

Class B: Ordinary Members: Ordinary membership is available to persons or firms interested in improving the living standards of our community. Ordinary membership does not confer any voting rights or eligibility to serve as a director of or hold office in the Corporation. Dues and other terms of ordinary membership may be specified by the Board of Directors at their discretion.

Class C: Affiliate Members: Affiliate membership is available to educators and government officials having a special interest in the education industry and in the community. Affiliate membership does not confer any voting rights or eligibility to serve as a director of or hold office in the Corporation. Dues and other terms of affiliate membership may be specified by the Board of Directors at their discretion.

Class D: Life and Honorary Members: Life and honorary membership is conferred upon individuals or firms according to terms specified by the Board of Directors. Life and honorary membership does not confer any voting rights or eligibility to serve as a director of or hold office in the Corporation. No dues are paid by life or honorary members.

SECTION 2. Resignation. Any member may resign upon filing a written resignation with the Board of Directors; however, resignation does not relieve a member from liability for dues accrued and unpaid as of the date of resignation.

SECTION 3. Removal. Any member may be expelled or removed for adequate reason by a two-thirds vote of the Board of Directors. Failure to pay dues or to meet the criteria for membership is presumed to be adequate reason for expulsion and does not require advance written notice to the member nor does it require deliberation by the Board. Any member proposed for expulsion for any other reason shall be given advance written notice including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board’s final decision.

ARTICLE III - OFFICES

SECTION 1.   Principal Office. The principal office of the Corporation shall be 3636 16th St. N.W., Washington, DC 20010.

SECTION 2.   Other Offices. The Corporation may also have an office or offices other than said registered office at such place or places, either within or without the District of Columbia, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

ARTICLE IV- BOARD OF DIRECTORS

SECTION 1.   General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation, and each director shall have one vote in Corporate matters considered by the Board of Directors.

SECTION 2. Number and Qualifications. The number of Directors shall be not less than

two (2) and not more than ten (10). The initial Directors of the Corporation shall be set forth in the

Articles of Incorporation. The number of Directors may be increased or decreased from time to time

at the discretion of the current full Board of Directors; provided, however, that no decrease in number shall have the effect of shortening the term of any incumbent Director.

SECTION 3.   Place of Meetings. Meetings of the Board of Directors shall be held at such

place or places, within or without the District of Columbia, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting.

SECTION 4.   Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these Bylaws.

SECTION 5.   Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, or by one or more directors of the Corporation.

SECTION 6.   Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 6, in which notice shall be stated the time and place of the meeting. Except as otherwise required by these Bylaws, such notice need not state the business to be transacted at, or the purposes of, such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to the director at the director’s residence or usual place of business, by first class mail, at least two days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by telegraph, cable, telex, telecopier or other similar means, or be delivered to him personally or be given to him by telephone or other similar means, at least twenty-four hours before the time at which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he shall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 7.   Quorum and Manner of Acting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise expressly required by statute or the Articles of Incorporation or these Bylaws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.

SECTION 8.      Organization. At each meeting of the Board of Directors, the Chairman of the Board or, in the absence of the Chairman of the Board or if one shall not have been elected, the President (or, in the President’s absence, another director chosen by a majority of the directors present) shall act as chairman of the meeting and preside thereat. The Secretary or, in the Secretary’s absence, any person appointed by the chairman shall act as secretary of the meeting and keep the minutes thereof.

SECTION 9.      Resignations. Any director of the Corporation may resign at any time by giving written notice of the director’s resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 10.    Vacancies. Any vacancy in the Board of Directors, whether arising from death, resignation, removal (with or without cause), or any other cause, an increase in the number of directors may be filled by the vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director. Each director so elected shall hold office until a successor shall have been elected and qualified.

SECTION 11.    Removal of Directors. Any director may be removed, either with or without cause, at any time, upon a two-thirds vote of all of the directors then in office.

SECTION 12.    Nominations. Except for the initial Board of Directors, candidates for election to the Board of Directors shall be recommended at any regular or special meeting by any current Director or Regular Member of the Corporation.

SECTION 13.    Election. Each director of the Board of Directors shall be elected by a majority of the Regular Members present at any regular or special meeting.

SECTION 14.    Reimbursement. The Board of Directors shall have the authority to fix the

reimbursement of fees and expenses, if any, of directors for services to the Corporation in any capacity.

SECTION 15.    Action by Consent. Unless restricted by the Articles of Incorporation, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be, whether done before or after the action so taken.

SECTION 16.    Telephonic Meeting. Unless restricted by the Articles of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other. Participation in a meeting by such means shall be deemed presence in person at such meeting.

ARTICLE V - COMMITTEES

SECTION 1.   Committees of the Board of Directors. The Board of Directors, by a vote of a

majority of the whole Board, may from time to time designate committees of the Board of Directors,

with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the

Board of Directors and shall, for those committees and any others provided for herein, elect a Director or Directors to serve as the member or members, and designate, if it desires, other Directors

as alternative members who may replace any absent or disqualified member at any committee meeting. In the absence or disqualification of any member or alternate member, the member or members of the committee present and not disqualified from voting, whether or not they constitute a

quorum, may by unanimous vote appoint another Director to act in place of the absent or disqualified

committee member.

SECTION 2.   Conduct of Business. Each committee may determine the procedural rules for

meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all

meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and

all matters shall be determined by a majority vote of the members present. Action may be taken by

any committee without a meeting if all members so consent in writing, and the writing or writings

are filed with the minutes of the proceedings of the committee.

ARTICLE VI - OFFICERS

SECTION 1.   Number and Qualifications. The officers of the Corporation shall be elected by the Board of Directors and shall include the President, Vice-President, the Secretary and the Treasurer. If the Board of Directors wishes, it may also elect as an officer of the Corporation a Chairman of the Board and may elect more Vice-presidents, and other officers (including one or more Assistant Treasurers and one or more Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. Any two or more offices may be held by the same person.

SECTION 2.   Term of Office. Each officer shall hold office until the next annual meeting of the Board of Directors and until a successor is appointed, unless such officer be removed or until a successor shall have been duly elected and shall have qualified, or until the officer’s death, resignation, or removal, as hereinafter provided in these Bylaws.

SECTION 3.   Resignations. Any officer of the Corporation may resign at any time by giving written notice of the officer’s resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

SECTION 4.   Removal of Officers. Any officer of the Corporation may be removed, either with or without cause, at any time, by a two-thirds vote of all directors then in office.

SECTION 5.   Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the Board, and may be an officer of the Corporation and, if present, shall preside at each meeting of the Board of Directors. He shall advise and counsel with the President, and in the President’s absence with other executives of the Corporation, and shall perform such other duties as the Board of Directors may from time to time assign. The Chairman of the Board shall have the authority, only in conjunction with the Treasurer of the Corporation, to sign check disbursements.

SECTION 6.   The President. The President shall be the chief executive officer of the Corporation. He shall, in the absence of the Chairman of the Board or if a Chairman of the Board shall not have been elected, preside at each meeting of the Board of Directors. He shall perform all duties incident to the office of President and chief executive officer and such other duties as may from time to time be assigned to him by the Board of Directors. The President shall have the authority, only in conjunction with the Treasurer of the Corporation to sign check disbursements.

SECTION 7.   Vice-President. Each Vice-President shall perform all such duties as from time to time may be assigned to him by the Board of Directors or the President. At the request of the President or in the President’s absence or inability or refusal to act, the Vice-President, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then the Vice-Presidents in the order of their election), shall perform the duties of the President, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the President in respect of the performance of such duties.

SECTION 8.   Treasurer. The Treasurer shall

(a)        have charge and custody of, and be responsible for, all the funds and securities of the

Corporation;

(b)        keep full and accurate accounts of receipts and disbursements in books belonging to

the Corporation;

(c)        deposit all moneys and other valuables to the credit of the Corporation and supervise

the investments of its funds in such depositaries as may be designated by the Board of Directors or pursuant to its direction;

(d)        receive, and give receipts for, moneys due and payable to the Corporation from any

source whatsoever;

(e)        disburse the funds of the Corporation, taking proper vouchers therefor, provided

however, that check disbursements shall be made only with the additional signature of either the Chairman of the Board or the President;

(f)         render to the Board of Directors, whenever the Board of Directors may require, an

account of the financial condition of the Corporation; and

(g)        prepare and file, or cause to be prepared and filed, all required local, state, and federal

tax returns, information tax returns, other tax statements, or annual reports on behalf of the Corporation; and

(h)                in general, perform all duties incident to the office of Treasurer and such other duties

as from time to time may be assigned to him by the Board of Directors.

SECTION 9.   Secretary. The Secretary shall

            (a)        keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board of Directors and the committees of the Board of Directors;

(b)        see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law;

(c)        be custodian of the records and the seal of the Corporation and affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal;

(d)        see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

(e)        in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 10.    Officers’ Bonds or Other Security. If required by the Board of Directors, the Corporation shall bear the expense of providing a bond or other security for any officer of the Corporation in respect of the faithful performance the duties of the respective office, in such amount and with such surety as the Board of Directors may require.

SECTION 11.    Reimbursement. The Board of Directors shall have the authority to fix the reimbursement of fees and expenses, if any, of officers for services to the Corporation in any capacity.

ARTICLE VII - GENERAL PROVISIONS

SECTION 1.      Grants. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to make any grants, contributions or otherwise render financial assistance.

SECTION 2.      Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors.

SECTION 3.      Fiscal and Tax Year. The fiscal and tax year of the Corporation shall end on December 31 each year unless otherwise determined by resolution of the Board of Directors.

SECTION 4.      Checks, Notes, Drafts, etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by the Treasurer of the Corporation in conjunction with either the Chairman of the Board or the President, or by an officer or officers authorized by the Board of Directors to make such designation.

SECTION 5.      Execution of Contracts, Deeds, etc. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 6.      Loans. The Board of Directors may prospectively authorize the Chairman or any other officer or agent of the Corporation (i) to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual; (ii) for such loans and advances, to make, execute and deliver promissory notes, bonds and other certificates or evidences of indebtedness of the Corporation; and (iii) when authorized, to do so, pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. No loans shall be made by the Corporation to any director or officer of the Corporation.