By Laws

BY-LAWS – Revised May 27, 2007

The following By-Laws, as adopted with this Constitution, form the
basis for the organization and operation of Blind Wisdom, Inc.

ARTICLE I

OFFICES

Section 1.1 PRINCIPAL OFFICE. The principle office of
Blind Wisdom, Inc., BWI, shall be in Dekalb County Georgia and is
currently located at: 1595 Kings Crossing, Stone Mountain, Georgia.
The location may be changed by approval of a majority of the authorized
Directors, and additional offices may be established and maintained at
such other place or places, either within or without Georgia, as the
Board of Directors may from time to time designate. Any change of
location of the principal office shall be noted by the Associate
Director in these Bylaws, but shall not be considered an amendment of
these Bylaws.

Section 1.2 OTHER OFFICES. Branch or subordinate offices
may at any time be established by the Board of Directors at any
place or places where the corporation is qualified to do business.

ARTICLE II

MEMBERSHIP

General

Membership exists in voting and non-voting memberships. Voting
memberships require that the member has fulfilled the obligations of
becoming a voting member of good standing, and is currently an active
volunteer for Blind Wisdom, Inc. BWI, at the time of applying
for a voting membership. The voting member must volunteer 100
hours of time to the organization annually.

Section 1. Classes of Membership. There shall be three
classes of membership in the organization, with differing powers
and voting rights which are as follows:

(A.) Voting Membership.
A voting membership is granted to those persons who have met the
criteria of these by-laws, and agree to support the Constitution,
By-laws, and policies and practices of BWI. Voting memberships
may be granted solely by approval by the Board of Directors
requiring no less than a two-thirds majority vote to be conferred
on any perspective member. The Board will set qualifications and
eligibility standards which may be revised from time to time as the
Board deems necessary. Voting members must volunteer 100 hours
of time to the organization each year, and provide reasonable
documentation as to the hours volunteered. Applicants for voting
memberships must complete the 100 volunteer hours under a voting
member acting as a sponsor, who will assist in documenting the
hours as a part of the application process

(B)Affiliate Membership. This membership is granted by the
Board on the recommendation of the Executive Director, or Associate
Director. Applications for affiliate membership must meet the
approval of these aforesaid officers and then shall be submitted
to the Board of Directors for final approval. These members shall
have no right to become officers in the corporation nor may they
serve on the Board of Directors nor shall they be entitled to vote
in electing members of the Board of Directors. An affiliate member
may become a voting member upon application to the Associate
Director when the requirements in addition to those defined in this
article, and established by the Board of Directors have been met.

(C.) Honorary Membership. This membership is granted to
persons in recognition of special services or contributions to the
organization, or as a means of allowing them to serve in a way that
will benefit and further the objects and purposes of the
organization. Honorary members may be elected to the Board and
serve as a member of the Board of Directors, but they not,
themselves, elect members to the Board of Directors, and they not
serve as officers of the organization unless there is a unanimous
consent on the part of the Board of Directors for them to serve as
an officer. This membership is granted solely by the Board of
Directors and requires a two-thirds vote for approval of an
honorary member. This provision is to allow special persons having
some outstanding ability to serve in a guidance position to the
organization in the formulation of policy and the acquisition of
operating funds. Honorary memberships may be granted in
recognition of an outstanding contribution in service or money, and
these memberships are intended as a vehicle to provide eligibility
to recipient members to hold Board positions, but they must be
elected to that position by the voting membership. An honorary
member may only become a voting member by meeting the same criteria
and standards for eligibility that an affiliate member is subject
to in an application for a voting membership. Honorary memberships
are conferred by the Board at the recommendation of the Executive
Director.

(D.) Extent of Memberships. Both honorary and voting
memberships are granted for a lifetime and may not be revoked by
the Board. In extenuating circumstances, a collective membership
of all the voting members may revoke the membership of any person
with a two-thirds majority. Affiliate memberships may be revoked
by the Executive Director, provided that such revocation is agreed
to by both of the officers of the organization. A membership may
expire if the member fails to attend annual meetings for 1 year
after appropriate notification, and fails to assign a proxy to
another voting member in good standing, or otherwise notify the
Board as to when and how said member shall participate, and
complete the obligations of a voting member.

Section 2 Annual Meeting. The annual meeting of the voting
members shall be held at such time and place as may be designated
by the Board of Directors, as soon after the conclusion of the
fiscal year as convenient and when statements showing the condition
of the organization and the business during the preceding year are
available.

Section 3 Special Meetings. Special meetings of the voting
members, for any purpose or purposes, unless otherwise prescribed
by statute or these by-laws may be called by the Executive
Director, and shall be called by the Executive Director or the
Associate Director at the request in writing of a majority of the
voting members. Such request shall state the purpose or purposes
of the proposed meeting.

Section 4 Notice. Notice of each meeting of the voting
members, whether annual or special, shall be served, either
personally by fax, email, or by the written preferred method of the
member, upon each voting member of record entitled to vote at such
a meeting, not less than ten nor more than fifty days before such
meeting. If mailed, such notice shall be directed to a voting
member at his post office address last shown on the records of the
organization. Notice of any special meeting of voting members
shall state the purpose or purposes of which the meeting is called.
Notice of any meeting of voting members shall not be required to be
given to any voting member who, in person or proxy, either before
or after such meeting, shall waive notice. Attendance of a voting
member at a meeting, either in person or by proxy, either before or
after such meeting, shall waive notice. Attendance of a voting
member at a meeting, either in person or by proxy, shall of itself
constitute waiver of notice and waiver of any and all objections to
the place of the meeting, the time of the meeting, except when a
voting member attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business. Notice of any adjourned meeting
need not be given otherwise than by announcement at the meeting at
which the adjournment is taken.

Section 5 Quorum. The voting members entitled to vote
thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the
membership for the transaction of business, except as otherwise
provided by law, or by these By-Laws. If, however, such a majority
shall not be present or represented at any meeting of the voting
members, the voting members entitled to vote thereat, present in
person or by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the
meeting, until the requisite amount of voting members shall be
present. At such adjourned meeting at which a quorum shall be
present in person or by proxy, any business may be transacted that
might have been transacted at the meeting as originally called.

Section 6 Voting. At every meeting of the voting members,
including (but without limitation of the generality of the
foregoing language) meetings of voting members of the election of
directors, any voting member having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be voted
after eleven months from its date, unless said proxy provides for
a longer period. Each voting member said proxy provides for a
longer period. Each voting member shall have one vote. If a
quorum is present, the affirmative vote of a majority of the voting
members represented at the meeting and entitled to vote on the
subject matter shall be the act of the voting members, except as
otherwise provided by law, or by these By-Laws.

Section 7 Action Without Formal Meeting. Whenever the vote
of voting members at a meeting thereof is required or permitted to
be taken in connection with any corporate action, the meeting and
vote of the voting members may be dispensed with, if all of the
voting members who would have been entitled to vote upon the action
if such meeting were held shall consent in writing to such
corporate action being taken.

Section 8 Order of Business. The order of business of all
meetings of voting members shall be as follows:

(a) Roll Call. A quorum being present.
(b) Reading of minutes of preceding meeting and action
thereon. (c) Reports of Officers.
(d) Reports of Committees.
(e) Election of Directors.
(f) Unfinished Business.
(g) New Business.

Section 9 Organization of Meetings. The Executive Director,
or in the absence of the Executive Director, the Associate
Director, or in the absence of both, the chairman appointed by the
voting members present and entitled to vote, shall call meetings of
the voting members to order and shall act as chairman thereof. The
Associate Director of the organization shall act as Secretary, at
all meetings of the voting members, but, if absent, the presiding
officer may appoint another person.

ARTICLE III

DIRECTORS

Section 1 Management. The property and business of the
organization shall be managed by its Board of Directors. In
addition to the powers and authorities by these By-Laws expressly
conferred upon it, the Board of Directors may exercise all such
powers of the organization and do all such lawful acts and things
as are not by law, by the Constitution of the organization or by
these By-Laws directed or required to be exercised or done by the
voting members. The business and affairs shall be managed, and all
corporate powers shall be exercised, by or under the Board’s
direction. The Board may delegate the management of the day-to-day
operation of the business of the corporation to a management
company or other person, provided that the business and affairs of
the corporation shall be managed and all corporate powers shall be
exercised under the ultimate direction of the Board.

Section 2 Number and Term. The number of persons serving as
Board of Directors shall be set by resolution of the voting members,
subject to the provision that the number of directors of the
organization shall not be less than three, nor more than seven. The
composition of the Board of Directors shall at no time have less than
2/3 of its members as blind or visually impaired volunteers. Any
member who is holding a Board position as a blind or visually impaired
volunteer, must meet the statutory requirement for blindness, unless
the Board agrees that that definition is inadequate, and chooses to
confer the equivalent status on that volunteer. The Board members
shall be elected by the voting membership for a period of five years
provided, however, that any board member may be removed from office by
a two-thirds majority vote of the voting membership at any annual or
special meeting of the voting membership. In the event that a vacancy
shall occur on the board, it will be filled at the next annual meeting
of the membership provided, however, the Executive Director may appoint
an interim member to serve until the next annual meeting.

Section 3 Place of Meeting. Meetings of the DIRECTORs shall
be held at any place designated by the Board. In the absence of
such designation, DIRECTORs’ meetings shall be held at the
corporation’s principal office. Meetings may be transacted through
electronic means if a majority of the Board of Directors determines
that this is the appropriate form for the meeting in all meetings,
including all committee meetings, except for the annual meeting.

Section 3.1 Electronic Communication. PERSONAL ATTENDANCE BY
CONFERENCE COMMUNICATION EQUIPMENT Any one or more members of the Board
of Directors or any committee thereof may participate in a meeting of
such Board or committee, with the consent of all the members of such
Board or committee present in person at such meeting, by means of a
conference telephone, personal computer teleconferencing software, or
similar communications equipment, as permitted by law, that allows
all persons participating in the meeting to hear each other or to
read each other’s written communications at the same time.
Participation by such means shall constitute presence in person at
the meeting.

Section 4 Compensation. There shall be no compensation for
members of the Board of Directors other than reimbursement for
necessary expenses spent by members in excess of $100.00 per annum
while on business of the organization. Compensation for the
officers, staff and employees of the organization shall be fixed by
the officers, with the concurrence of the members of the Board of
Directors. There shall be no requirement in these By-Laws that any
officer, member, employee or staff person receive any compensation
for any services provided to the organization and all compensation
paid by the organization shall be at the discretion of the
officers, with the concurrence of a majority of the Board of
Directors.

Section 5 Annual Meeting. After each meeting of the voting
members, the directors shall hold an annual meeting for the
selection of officers and the transaction of other business that
may lawfully come before the meeting. Notice of this meeting is
not required. Other regular meetings of the Board may be held
without notice at such time and place as the Board may fix from
time to time, and by means determined by the Board.

Section 6 Special Meetings. Special meetings of the Board of
Directors may be held whenever called by the direction of the
Executive Director or a majority of the directors then holding
office. Notice of special meetings shall be served, either
personally by fax, email, or by the preferred method determined by
that person, and expressed in writing. If mail is used, each
director shall be contacted at the post office address last shown
in the records of the organization. Notice of any special meeting
shall state the purpose or purposes for which the meeting is
called.

Section 6.1 Waiver of Notice. Notice of any meeting of
the directors need not be given to a director who, either before
or after such meeting, shall waive such notice. Attendance of a
director at a special meeting, shall of itself constitute waiver of
notice and waiver of any and all objections to the place of the
meeting, the time of the meeting and the manner in which it has
been called or convened, except when a director attends a meeting
solely for the purpose of stating, at the beginning of the meeting,
any such objection or objections to the transaction of business.
Notice of any adjourned meeting need not be given otherwise then by
announcement at the meeting at which the adjournment is taken.

Section 6.2 PROPER BUSINESS. No business, other than
business the general nature of which was set forth in the notice of
the meeting, shall be transacted at a special meeting.

Section 7 Regular Meetings. meetings of the Board may be
held without notice at such time and place as the Board may fix
{within or without the state of Georgia} as determined by the
Board of Directors from time to time.

Section 8 Quorum. A majority of the directors shall
constitute a quorum for the transaction of business, except as
otherwise provided by law, but a majority of those present at any
meeting may adjourn the same without notice (as herein before
provided) to some other time or place until a quorum is had. The
act of a majority of the directors present shall be the act of the
Board of Directors. Each Director on the Board has one vote in all
Board matters.

Section 9 Order of Business. The Board of Directors may from
time to time determine the order of business at their meetings.
Until changed, the order of business at such meetings is as
follows:

(a) Roll Call. A quorum being present.
(b) Reading of Minutes of preceding meeting
and action thereon.
(c) Reports of Officers.
(d) Reports of Committees.
(e) Unfinished Business.
(f) Miscellaneous Business.
(g) New Business.

Section 10 Chairman. At all meetings of the Board of
Directors, the Board shall elect from within itself a chairman who
shall preside at all meetings of the directors and shall direct the
business of the Board and assist the Executive Director in the
implementation of any policy decision made by the Board. The
chairman shall serve at the pleasure of the Board.

Section 11 Action Without Formal Meeting. Any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a
meeting if, prior to such action, a written consent thereto is
signed by all members of the Board or of such committee, as the
case may be, and such written consent is filed with the Minutes of
the proceedings of the Board of committee. In concert with new
laws, such written consent may be given through electronic means,
and recorded as such.

Section 12 WAIVER, CONSENT OR APPROVAL. The transactions
of any meeting of DIRECTORs, however called and noticed, and
wherever held, shall be as valid as though a meeting was duly held
after regular call and notice, if a quorum is present either in
person or by proxy, and if, either before or after the meeting,
each of the persons entitled to vote but not present in person or
by proxy, signs a written waiver of notice, a consent to the
holding of the meeting, or an approval of the minutes of the
meeting. All such waivers, consents and approvals shall be filed
with the corporate records or made a part of the minutes of the
meeting. Attendance of a person at a meeting shall constitute a
waiver of notice, except when a director attends a meeting solely
for the purpose of stating, at the beginning of the meeting, any
such objection or objections to the transaction of business.

Section 13 VACANCIES. A vacancy or vacancies on the Board
shall exist on the occurrence of the following:
a. The death or resignation of any Director;
b. The declaration by resolution of the Board of a vacancy in the
office of a Director who has been declared of unsound mind by an
order of court or convicted of a felony.
C. The declaration by resolution of the Board of a vacancy in the
office of a Director who has been declared
in dereliction of the duties of a Director, or in violation of the
provisions of these Bylaws.
D. Removal of any Directors pursuant to Section 2.
E. The increase of the authorized number of Directors; or
F. The failure of the DIRECTORs, at any meeting of
DIRECTORs at which any Director or Directors are to be elected, to
elect the number of Directors required to be elected at the
meeting.

Section 14. RESIGNATIONS. Any Director may resign by
giving written notice to the Chairman of the Board, the Executive
Director, or the Board of Directors. The resignation shall be
effective when the notice is given unless it specifies a later time
for the resignation to become effective. The Board may elect a
successor to take office when the resignation becomes effective.

Section 15. FILLING VACANCIES. Except for vacancies
created by removal of a Director by the DIRECTORs, vacancies on the
Board may be filled by a majority of the Directors then in office,
whether or not less than a quorum, or by a sole remaining Director.
The DIRECTORs may fill any vacancy or vacancies not filled by the
Directors, but any such election by written consent shall require
the consent of a majority of the outstanding members entitled to
vote.

Section 16. REMOVAL LIMITATION. No reduction of the
authorized number of Directors shall have the effect of removing
any Director before that Director’s term of office expires.

Section 17. ADVISORY DIRECTORS. The Board of Directors from
time to time may elect one or more persons, who may, or may not,
be members of the organization, to be Advisory Directors who shall
not by such appointment be members of the Board of Directors.
Advisory Directors shall be available from time to time to perform
special assignments specified by the Executive Director to attend
meetings of the Board of Directors upon invitation and to furnish
consultation to the Board. The period during which the title shall
be held may be prescribed by the Board of Directors. If no period
is prescribed, the title shall be held at the pleasure of the
Board.

ARTICLE IV

OFFICERS

Section 1 – Executive Officers. The officers of the
organization shall be the Executive Director, and the Associate
Director. The Board of Directors at its first meeting, after each
annual meeting of voting members, shall elect these officers in
accordance with the provisions set forth herein. The Board of
Directors, at any time and from time to time, may appoint such
other officers as it shall deem necessary, including additional
Associate directors, and one or more assistant Directors, who shall
hold their offices for such terms as shall be determined by the
Board of Directors, and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of
Directors or the chairman of the Board. Any number of offices may
be held by the same person.

Section 2 – Tenure of Office. All officers shall be subject
to removal at any time by the affirmative vote of the majority of
the whole Board. The Board may delegate the power of removing
subordinate officers and agents to any officer.

Section 3 – Executive Director. The Executive Director shall be
the chief executive officer of the organization and shall have general
and active management of the business of the organization and shall see
that all orders and resolutions of the Board of Directors are carried
into effect. This person shall have all of the powers usually
exercised by the chief executive officer of like organizations,
including the power to establish banking and investment accounts,
borrow money in the name and on behalf of and for the uses of the
organization, in due course of business; the Executive Director shall
have general charge of the business of the organization, and shall do
and perform such other duties as from time to time may be assigned to
the office by the Board. The Executive Director shall be well versed
and experienced in working with persons who are blind, and in the
recruitment, training and education of people, as the Executive
Director will generally coordinate the volunteers, train volunteers in
the various activities and projects of the organization, provide
technical and administrative guidance to volunteers, interview
prospective volunteers, and provide, as well as teach skills to other
persons involved in carrying out the organization’s activities. The
Executive Director shall have the responsibility of direct oversight of
funded projects, and responsibility for the reporting of progress
towards goals set by the Board. In this capacity, the Executive
Director is a program manager. Additionally, the Executive Director
will have the primary responsibility for the review of potential new
efforts, and for bringing those to the attention of the Board. The
Executive Director is the lead person in developing BWI programs and
philosophy, so that continuity among diverse efforts is maintained.
The Executive Director must be well versed in the understanding of a
participant’s perspective on blindness, and prepared to espouse this
philosophy over the conventional observer-based rhetoric that
constitutes the dominant perspective on blindness.

The Executive Director shall be exofficio a member of all standing
committees, unless otherwise provided by the resolution appointing the
same. The Executive Director shall call meetings of the voting
members, the Board of Directors and the executive meeting to order.
The Executive director may be required to serve on special projects
from time to time. These may be research projects in which the
Executive Director has expertise and knowledge, but the projects
themselves are outside the normal administrative functions of the
office. The Executive Director shall negotiate with the Board for a
special arrangement to conduct this activity, and arrange compensation
at a suitable rate for that project, possibly different from the normal
compensation, if any, for this position.

Section 4 – Associate Director. The Associate Director shall
keep the minutes of all proceedings of the Board and the minutes of all
meetings of the voting members, in books provided for that purpose;
This person shall attend to the giving and serving of all notices for
the organization, and shall have charge of certificate books and such
other books and papers as the Board may direct; and the Associate
Director shall in general perform all the duties incident to the office
of the Secretary/Treasurer in other like organizations. The Associate
Director shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the organization, and shall
deposit, or cause to be deposited, in the name of the organization, all
monies or other valuable effects, in such banks, trust companies or
other depositories as shall, from time to time, be selected by the
Board of Directors, whenever requested, an account of the financial
condition of the organization, and in general, shall perform all the
duties incident to the office of a treasurer of the organization, and
shall further enter the responsibility of aiding and assisting the
Executive Director in compiling and maintaining all financial reports
for the purpose of raising funds or disseminating monies internally.
The Associate Director has the responsibility of cooperating with the
Executive Director in the raising and distribution of funds according
to the policies set by the Board of Directors or the Executive
Director. The Associate Director shall also perform other duties as
may be assigned to the office by the Board. The Associate Director
shall have the responsibility of cooperating with the Executive
Director in all areas of responsibility involving public relations and
be responsible for the member application process, for voting, and
affiliate members as defined in the sections concerned with such
matters within these By-Laws. The Associate Director has special
responsibility for all internal publications, including, but not
limited to, website, wikis, blogs, discussion list, newsletter, policy
manuals, handbooks and other such materials, whether in electronic
form or not. The assistant Associate Director or other assistants
shall, in the absence or disability of the Associate Director, or at
the expressed request, perform the duties and exercise the powers and
authority of the office of Associate Director.

If the person holding the office of Associate Director has other skills
and education that may require involvement in research, or other
activities of BWI, and require a substantial time commitment, then
another Associate Director, or Assistant Director may be called upon to
assist with the responsibilities, while the Associate Director acts in
other capacities to carry out the mission of the organization. Like
the Executive Director, should such an eventuality occur, the Board
shall negotiate a suitable compensation for the time required to
conduct essential research or service activities.

Section 5 – Absence of an Officer. In case of the absence of
any officer of the organization, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties of
such officer to any officer or to any director.

Section 6 – Vacancies. All vacancies among the officers
shall be filled by the Board of Directors.

Section 7 – Compensation. Compensation for officers shall be
as set by the Board of Directors of the organization.

ARTICLE V

PURPOSES AND SERVICES

Section 1 – Purposes. Blind Wisdom, Inc. is a non profit
organization that facilitates research of the blindness experience, as
perceived by participants to the blindness experience. BWI provides
directed funding, focus, and a philosophy that support the development
of theory and practice in rehabilitation research and service delivery
to persons who are blind, from the perspective of the participants with
that experience. BWI exists to establish a theoretical and practical
understanding of the blindness experience from the perspectives of
those having the experience, as opposed to observers of the experience,
and based on interactive, community modeling, where interactions remain
the unit of analysis. BWI exists to develop technologies, systems, and
services, that are guided by participative understanding, interactive
models, theories, and practices, and to identify, describe, and promote
indigenous knowledge and practices into such systems. BWI exists to
promote a community approach, and seek those solutions that augment
natural interdependent adaptive values, in order to develop new theory
and models to facilitate adjustment. This indigenous knowledge may be
defined as “blind Wisdom”, and derives from the “wisdom of the crowd”.
Within the community of persons having blindness. It is augmented and
supplemented by transferred knowledge from the general population, and
together, these bodies of knowledge constitute the sum total of the
knowledge shared and requested by participants who are blind. The
solutions to the problems that daily confront members of the population
are implied by the problem, and generally are known to many of the
participants having the experience of blindness. This participative
knowledge forms the basis for appropriate theory and interventions in
this community. BWI exists to do this, and utilizes virtually all
forms of funding to promote research, description, development, and
testing of new theories, knowledge, and practices, with the guidance
and direction provided by participants to the blindness experience.

Section 2 – Services. BWI solicits donations, grants, and
contracts, from individuals, non profit organizations, trusts, for
profit corporations, government agencies at all levels, and any other
legal interest group or association that desires to share in the
mission of BWI. BWI conducts and funds research, descriptive studies,
development, and implementation of research products, technologies,
systems, and education or rehabilitative knowledge derived from BWI
activities, using all legal arrangements generally available to
businesses for doing so, and not limited to contracts, grants, purchase
orders, etc. All such activities are conducted in a secular manner,
and with no political agenda, purpose, or affiliation. This is
essential in order to include the greatest diversity in the blindness
population, and to comply with all federal and local laws in the nation.

Section 3 – Charges and Fees. BWI derives revenue from
solicitations, donations, contracts, grants, gifts, exchanges, fees for
services, investments, consulting arrangements, and all other legal
instruments available to business, except that memberships are not for
purchase. Subscriptions and service fees may constitute additional
revenue streams.

Section 4 – Other Services. Other services shall include
education, training, publishing, presentations at appropriate times and
places, electronic media, which are not limited to wikis, websites,
discussion lists, blogs, electronic texts, virtual community
experiences, teleseminars, and evolving new media. Scholarships,
competitions, educational grants, and graduate support of theses and
dissertations relevant to the mission of BWI may be supported, as
determined by the Board.

Section 5 – Fees for Services. The Board of Directors shall
establish any fee to be charged for services, based on the
budgetary needs of BWI, and the ability of a recipient to pay for
services. Generally, fees for services will be assessed to
organizations when possible, and rarely to individual persons. When
fees are assessed to persons who are blind, they shall be at a cost
established by the Board to be the minimum possible charge with respect
to sound business practice and responsible fiscal management. Impact
on the blind population must be considered before benefit, in all fee
for service arrangements with individual members of this population.

ARTICLE VI

FINANCIAL AFFAIRS AND DONATIONS

Section 1 – Financing. The financing will be done in part,
through the acquisition of donations from public and private sources.
The Board of Directors is empowered to provide the support to the
efforts required to maintain a viable organization. The officers are
further charged with the responsibility of raising funds through
whatever channels appear viable to conduct and expand the research and
services offered by the organization which shall include, but not
limited to, fund raising through donations, securing of grants and
contracts from public and private sources for the provision of
services, and the fees for the services provided to other organizations
and groups. Financing may include subscription fees from individuals,
but not services provided to individuals, such as seminars, educational
opportunities, etc. BWI will solicit corporate and individual sponsors
for both specific and general programs. BWI will accept contracts, and
administer contracts for a fee, where those contracts provide a basis
or expansion of the mission of BWI. Donations and grants from other
non profit organizations, trusts, charities, groups, or families, may
be sought, as sources for financing the mission of BWI, as long as all
such donations are 1, freely given, and 2, free of political or
discriminatory intent. All funds solicited must be available for the
mission of BWI, which represents a diverse population of many cultures,
ages, races, a dominant gender that is feminine, and members of all
religious faiths. The mission of BWI is secular, and financial
management must reflect the diversity of the blindness population, in
order to involve them all in a participatory manner.

ARTICLE VII

POLITICAL AFFILIATIONS

Section 1 – Prohibition Against Public Affiliations. The
organization has no political affiliation and any Board member,
officer, member or staff member or employee is forbidden to espouse any
political cause in the name of Blind Wisdom, Inc. Any of the aforesaid
individuals may, as private citizens, express their beliefs freely
without criticism from the organization, but may not associate the
organization in any way with that expression. The organization shall
limit its expressions to providing education and an awareness of the
the respectful and appropriate orientation to all persons who are
blind, and represent the derived knowledge from this population
faithfully, but always in a non political forum, unless as a specific
public service to government, or government entities, which shall not
be construed as a political activity, as it is advisory only.

ARTICLE VIII

COMMITTEES

Section 1 – Formation. The Board of Directors may, by
resolution adopted by a majority of the entire Board, designate an
executive committee of three or more Directors. Each member of the
executive committee shall hold office until the first meeting of
the Board of Directors after the annual meeting of voting members
next following his election and until his successor member of the
executive committee is elected, or until his death, resignation or
removal, or until he shall cease to be a Director.

Section 2 – Authority. During the intervals between the
meeting of the Board of Directors, the executive committee may
exercise all the authority of the Board of Directors; provided,
however, that the executive committee shall not have the power to
amend or repeal any resolution of the Board of Directors that by
its terms shall not be subject to amendment or repeal by the
executive committee, and the executive committee shall not have the
authority of the Board of Directors in reference to: (1) amending
the Constitution or By-Laws of the organization; (2) adopting a
plan of merger or consolidation; (3) the sale, lease, exchange or
other disposition of all or substantially all the property and
assets of the organization; or (4) a voluntary dissolution of the
organization or a revocation of any such voluntary resolution.

Section 3 – Meetings. The executive committee shall meet
from time to time on call of the Executive Director or of any two
or more members of the committee. Meetings of the executive
committee may be held at such place or places, within or without
the State of Georgia, as the executive committee shall determine
or as may be specified or fixed in the respective notices or
waivers of such meeting. The executive may fix its own rules of
procedure, including provision for notice of its meetings. It
shall keep a record of its proceedings and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after they have been taken, and all such proceedings shall be
subject to revision or alteration by the Board of Directors except
to the extent that action shall have been taken pursuant to or a
reliance upon such proceedings prior to any such revision or
alteration.

Section 4 – Voting. The executive committee shall act by a
majority of its members.

Section 5 – Additional Committees. The Board of Directors,
by resolution adopted by a majority of the entire Board, may
designate one or more additional committees, each committee to
consist of three or more of the directors of the organization,
which shall have such name or names and shall have and may exercise
such powers of the Board of Directors, except the powers denied to
the executive committee, as may be determined from time to time by
the Board of Directors.

Section 6 – Removal. The Board of Directors shall have
power at any time to remove any member of any committee, with or
without cause, and to fill vacancies in and to dissolve any such
committees.

ARTICLE IX

MEMBERSHIPS

Section 1 – Evidence of Membership. The Board of Directors
shall determine whether the organization shall issue written
certificates or other evidence of membership in the organization
and their decision shall be binding.

Section 2 – Termination of Members. The Board of Directors
and officers of the organization shall maintain at all times a
membership roll at the principal office of the organization setting
forth the full name and address of each and every voting member,
affiliate member and honorary member. The organization shall rely
on such membership rolls in determining the voting members entitled
to vote at any meeting. For the purposes of determining voting
members entitled to vote at any meeting, the Board of Directors may
provide that the membership rolls of voting members shall be closed
for a stated period, but not to exceed fifty (50) days, or in lieu
of closing such voting membership roll, the Board of Directors may
fix in advance a date as the record date for any such determination
of voting members, such date to be not more than fifty (50) days
and, in case of a meeting of voting members, not less than ten (10)
days prior to the date on which the particular action requiring
such determination of voting members is to be taken. The
organization shall be entitled to rely on the voting membership
roll in determining the individual entitled to vote at any meeting
of voting members.

Section 3 – voting membership Rights. At all meetings of
voting members of the organization, each voting member shall be
entitled to cast one vote. There shall not be any preemptive
rights or cumulative voting rights. voting and all other
memberships shall not be transferable.

ARTICLE X

NEGOTIABLE INSTRUMENTS, CHECKING ACCOUNTS AND CORPORATE
INDEBTEDNESS

The Board of Directors shall, by proper resolution, provide
for the method of signing of checks, drafts, notes, bill of
exchange or other orders or instruments whatever for the payment of
money; for the transfer and sale of property of the organization;
for the selection of a depository for the funds of other
organization; for the endorsement and registration of all
securities; and for the borrowing of money on behalf of the
organization, including the right to give corporate property as
security.

ARTICLE XI

INSPECTION OF CORPORATE RECORDS

Section 1 – Books and Records. The organization shall keep
correct and complete books and records of account and shall keep
minutes of the proceedings of its members, Board of Directors and
committees having any of the authority of the Board of Directors. The
corporation shall keep at its principal business office in this State,
or on a public website, accessible to all, the original or a copy of
the Articles of Incorporation and Bylaws, as amended to date, which
shall be open to inspection by the voting members at all reasonable
times during office hours. The right of inspection includes the right
to copy and make extracts of documents. All books and records of the
organization may be inspected by any voting member for any purpose at
any reasonable time subject to the provision hereinafter set out of
Section 2 of this Article XI of the By-Laws.

Section 2 – Procedure for Examination and Inspection of
Corporate Records. (a) The procedure for any
voting member to inspect or have access to any of the books or
records of the organization shall be as hereinafter set forth.

(b) The minute book, membership rolls, and main
account ledger of the organization shall be open for examination by
any voting member upon the following terms and conditions.

(i) Any voting member desiring to copy,
examine, inspect or have access to the aforesaid records shall
submit to the Associate Director of the organization a written
request, accompanied by a sworn affidavit: (1) that he or she has
been a voting member of record for not less than ninety (90) days
proceeding the date of the request; (2) stating in full detail the
purpose or purposes of the inspection and that the inspection is
not designed for a purpose which is in the interest of a business
or object other than the business of the organization.

(ii) Upon the Associate Director or a majority
of the Directors of organization finding the request proper, the
Associate Director shall notify the voting members within thirty
(30) days after receipt of said request of the time, which shall
not be more than thirty (30) days after such notification, and
place at which the inspection may be conducted.

(iii) If said request is found by the
Associate Director or a majority of the Board of Directors not to
be proper, the Associate Director shall so notify the requesting
voting member within thirty (30) days after receipt of the request
and the notification shall specify basis for the rejection of such
voting member’s request.

(c) Each paragraph and subparagraph contained in
this Article is separable and in the event any paragraph is held
invalid, it shall not affect the validity of any other paragraph or
subparagraph.

ARTICLE XII

INDEMNIFICATION

Section 1 – Indemnification of Directors, Officers,
Employees or Agents of the organization.
(a) Under the circumstances prescribed in paragraphs (c)
and (d) of this Section, the organization shall indemnify and hold
harmless any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative
or investigative (other than an act by or in the right of the
organization) by reason of the fact that he or she was a director,
officer, employee or agent of the organization, is or was serving
at the request of the organization as a director, officer, employee
or agent of another trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if acted in a manner he
reasonably believed to be in or not opposed to the best interest of
the organization, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, convicting, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in a manner which he
reasonably believed to be in or not opposed to the best interests
of the organization, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.

(b) Under the circumstances prescribed in paragraphs (c)
and (d) of this Section, the organization shall indemnify and hold
harmless any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit
by or in the right of the organization to procure a judgment in its
favor by reason of the fact that he is or was a director, officer,
employee or agent of the organization, or is or was serving at the
request of the organization as a director, officer, employee or
agent of another organization, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys’ fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the organization; except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty
to the organization, unless and only to the extent that the court
in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expense which the
court shall deem proper.

(c) To the extent that a director, officer, employee or
agent of a organization has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to
in paragraphs (a) and (b) of this Section, or in defense of any
claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably
incurred by him in connection therewith.

(d) Except as provided in paragraph (c) of this Section,
and except as may be ordered by a court, any indemnification under
paragraphs (a) and (b) of this Section shall be made by the
organization only as authorized in the specific case upon a
determination and indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in paragraphs (a) and
(b). Such determination shall be made: (1) by the Board of
Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or even if obtainable, if a quorum
of disinterested directors so directs, the determination hall be
made by the firm of independent legal counsel then employed by the
organization, in a written opinion, or (3) by the affirmative vote
of a majority of the voting members entitled to vote thereon.
(e) Expenses incurred in defending a civil, or even if
obtainable, if a quorum of disinterested directors so directs, the
determination hall be made by the firm of independent legal counsel
then employed by the organization, in a written opinion, or (3) by
the affirmative vote of a majority of the voting members entitled
to vote thereon.
(e) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the organization in
advance of the final disposition of such action, suit or proceeding
as authorized by the Board of Directors in the specific case upon
receipt of an undertaking y or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by he
organization as authorized in this Article.

(f) The indemnification provided by this Article shall not
be deemed exclusive of any of the rights, in respect of
indemnification or otherwise, to which those seeking
indemnification may be entitled under any by-law or resolution
approved by the affirmative vote of the voting members entitled to
vote thereon taken at a meeting, the notice of which specified that
such by-law or resolution would be placed before the voting
members, both as to action by a director, officer employee or agent
in his official capacity and as to action in another capacity while
holding such office or position, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and
shall insure to the benefit of the heirs, executors and
administrators of such a person.

(g) The organization may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee
or agent of the organization, or is or was serving at the request
of the organization as a director, officer, employee or agent of
another organization, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such,
whether or not the organization would have the power to indemnify
him against such liability under the provisions of this Section.

(h) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the organization, the
organization shall, not later than the next annual meeting of the
voting members, unless such meeting is held within three (3) months
from the date of such payment, and in any event, within fifteen
(15) months from the date of such payment, send by first class mail
to its voting members of record at the time entitled to vote for
the election of directors, a statement specifying the persons paid,
the amounts paid, and the nature and status at the time of such
payment of the litigation or threatened litigation.

ARTICLE XIII

MISCELLANEOUS

Section 1 – Fiscal Year. The fiscal year of the
organization shall be the calendar year or otherwise as the Board
of Directors may determine.

Section 2 – Waiver of Notice. Any voting member or director
may waive any notice required to be given by these By-Laws.

Section 3 – Amendments. The voting members of the
organization may make, amend, or repeal any or all of these By-Laws
at any regular or special meeting; and between annual meetings of
the voting members the Board of Directors may make, amend or repeal
these By-Laws; but any amendment made by the Board of Directors
shall not be effective beyond the next annual or special meeting of
voting members; if the voting members disapprove the amendment,
alteration or repeal by the directors.

Section 4. CONSTRUCTION. Unless the context requires
otherwise,the general provisions, rules of construction, and
definitions in the Georgia Nonprofit Corporation Law shall
govern the construction of these Bylaws. Without limiting the
generality of the preceding sentence, the masculine gender includes
the feminine and neuter, the singular includes the plural and the
plural includes the singular, and the term “person” includes both
a legal entity and a natural person.

CERTIFICATE OF the Associate Director

I certify that I am the duly elected and acting Associate Director
of Blind Wisdom, Inc., that the above Bylaws,
consisting of pages, are the Bylaws of this corporation as adopted
by the Board of Directors on, and that they have not been amended
or modified since that date . Executed on at
in Dekalb County, Georgia.

Associate Director