The principal office of the corporation shall be in the Village of Altamont, County of Albany, State of New York. The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.

The purposes for which this corporation has been organized are to promote country and other like genre's of music throughout the Northeastern section of the United States, preserve the legacy and expand the potential of the Northeast country music and other like artist and maintain friendly relations with other groups of similar interests; as well as fellowship within its own membership.

1. Qualifications for Professional Membership

A person who is now or has been actively performing or promoting country entertain-ment - with a statement of professional qualifications - may become a member of the corporation by submitting the application accompanied by one year's dues to any officer or member of the Board of Directors. If for any reason the board of Directors rejects the application, any dues paid with the application shall be refunded to the applicant.

1a. Only Professional members are eligible to vote for members of the Board of Directors or any amendments to the constitution and by-laws at the annual meeting or other special meetings as called.

2. Qualifications for General Membership

A person who is a country music fan may become a general member by submitting an application for general membership accompanied by one year's dues to any officer or member of the Board of Directors. If for any reason the Board of Directors rejects the application, any dues paid with the application shall be refunded to the applicant.

3. No applicant shall be refused membership and no member shall be suspended or expelled on account of sex, race, color, or religious or political beliefs. Only the Board of Directors shall have the power to expel or suspend any member. Membership in any group or organization advocating the violent overthrow of the Government of the United States shall void the protection of political beliefs afforded by this section.

4. All members shall be bound to abide by the policies and the by-laws of the corporation and by the resolutions and regulations duly promulgated by its officers and directors; and for failure of such compliance membership may be canceled in accordance with the provisions of the section next following

5. The Board of Directors shall have the power to cancel theMembership of any member of the corporation for cause. Five days notice of the time, place and object of any such meeting shaIl be mailed to said member stating the cause asserted against him. At such meeting he shall have the full opportunity to be heard.

6. Any member shall have the right to resign his membership in the corporation upon written notification to the Board of Directors. Upon such resignation, a member shall not be entitled to any refund of membership dues. A resigning member shall be eligible to reinstate his membership the same as a new member as stated in this article.

7. Membership anniversary date shall be one year from the last day of the month of application.

8. Any member who is in default in payment of dues for a period of 90 days from anniversary date will have his/her membership terminated. A terminated member may reapply as a new member.

9. MEMBERSHIP MEETINGS

The annual membership meeting of the corporation shall be held on the 16th day of January each year except that if such day be legal holiday, then in that event the directors shall fix a day not more than two weeks from the date fixed by these by-laws. The Secretary shall cause to be mailed to every member in good standing at his address as it appears on the roll book of the corporation a notice stating the time and place of the annual meeting.

Regular meetings of the corporation shall be held at the legal address of the corporation or at other such location as may be deemed appropriate by the Board of Directors of the corporation.

The presence at any membership meeting of not less than 25% of the members entitled to vote shall constitute a quorum and shall be necessary to conduct the business of the corporation; however, a lesser number may adjourn the meeting for a period of not more than two weeks from the date scheduled by the by-laws, and the secretary shall cause a notice of the rescheduled date of the meeting to be sent to those members; who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.

A membership roll showing the list of members as of the record date, certifed by the secretary of the corporation, shall be produced at any meeting of members upon the request therefore of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.

10. SPECIAL MEETINGS

Special meetings of the corporation may be called by the directors. The secretary shall cause a notice of such meeting to be mailed to all members at their addresses as the appear in the membership roll book at least 14 days but not more than sixty days before the scheduled date of such meeting.. Such notice shall state the date, time, place and purpose of the meeting and by whom called.

No other business but that specified in the notice may be enacted at such special meeting without the unanimous consent of all present at such meeting

11. FIXING RECORD DATE

For the purpose of determining the members entitled to notice of or to vote on any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty nor less than ten days before any Meeting, nor more than fifty days prior to any other action.

12. ACTION BY MEMBERS WITH A MEETING

Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by witten consent, setting forth the action so taken, signed by all the members entitled to vote thereon.

13. PROXIES

Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must.be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

14. ORDER OF BUSINESS

The order of business at all meetings of member shall be as follows:

1. Roll call
2. Reading of the minutes of the preceding meeting
3. Reports of officers
4. Reports of committees
5. Old and unfinished business
6. New business
7. Good and welfare
8. Adjournments

15. MEMBERSHIP DUES AND FINANCE

a. Dues in this corporation shall be for all professional members, $15 per year; for general members,$10 per year, payable in advance to the membership chairman, to be forwarded to the Treasurer. (eff. 6/1/01)

b. The Board of Directors shall have the power to change the dues; but such change not to be put into effect until approved by two-thirds majority of the voting membership present at the next regularly scheduled meeting.

c. The Board of Directors shall have the power to authorize Annual Honorary General Memberships for services rendered or for the good of the corporation.

d. The Board of Directors shall have the power to authorize Lifetime Professional Memberships to persons for outstanding contributions to the Northeast country music industry.

e. The funds of this corporation shall be used only for the purposes of the corporation. Methods of disbursement of corporation funds is the expressed responsibility of the Board of Directors through the office of the Treasurer.

1. MANAGEMENT OF THE CORPORATION

The corporation shall be managed by the Board of Directors which shall consist of not less than three directors. Each director shall be at least nineteen years of age.

2. ELECTION AND TERM OF DIRECTORS

At each annual meeting of members the membership shall elect directors to hold office. Each director shall hold office until the expiration of the term for which he/she was elected and until his successor has been elected and shall have qualified, or until his/her prior resignation or removal.

2a. The term of office for board members shall be two years.

2b. To be eligible for becoming a member of the Board of Directors a person shall be a professional member in good standing of the corporation for at least one year provided, however, that not more than one director may be a general member in good standing for at least one year.

3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS

The number of directors maybe increased or decreased by vote of the members or by a vote of a majority of all of the directors. No decrease in number of directors shall shorten the term of any incumbent director.

4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES

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 exists, unless otherwise provided in the certificate of incorporation. 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 to hold office for the unexpired term of his/her predecessor.

5. REMOVAL OF DIRECTORS

Any or all of the directors may be removed for cause by vote of the members or by action of the board. Directors may be removed without cause only by vote of the members.

5a. If any member of the Board of Directors misses three consecutive scheduled board meetings for any reason, said member will be automatically removed ftom the board.

6. RESIGNATION

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless othervvise 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.

7. QUORUM OF DIRECTORS

Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

8. ACTION OF THE BOARD

Unless otherwise required by law, the vote of a majority of the directors at the time of the vote, shall be the act of the board. Each director present shall have one vote.

9. PLACE AND TME OF BOARD MEETINGS

The board will hold regular monthly meetings at the office of the corporation or at such other places as it may from time to time determine.

9a. In the event of inclement weather or other such emergency, a majority of the executive committee (president, vice president, secretary and treasurer) may postpone and reschedule the meeting. However, said rescheduled meeting shall be held not more than 14 days subsequent to the original scheduled meeting date. Note of postponement and rescheduled date shall be given to all directors. A record of the reason and the vote to postpone shall become a part of the minutes of the rescheduled meeting when it is eventually held.

10. REGULAR ANNUAL MEETING

A regular annual meeting of the board shall be held immediately following the annual meeting of members at the place of such meeting of members.

11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT

Regular monthly meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by telephone; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors.

A majority of the directors, whether or not a quorum is present may adjourn any meeting to another time and place. Notice of the adjourmment shall be given all directors who vere absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the directors.

12. CHAIRPERSON

At all meetings of the board the president, or in his/her absence the vice president or in his/her absence a chairman chosen by the board shall preside.

13. ORDER OF BUSINESS

The order of business at all Board of Director meetings shall be as follows:

1. Roll call
2. Reading of the minutes of the preceding board meeting
3. Reports of officers
4. Reports of committtees
5. New applications for professional membership
6. Old and unfinished business
7. New business
8. Good and welfare
9. Adjournments

14. EXECUTIVE AND OTHER COMMITTEES

The board, by resolution adopted by a majority of the entire board, may designate from. among its members an executive committee and other committees, each consisting Of three or more directors. Each such committee shall serve at the pleasure of the board.

14a. Any corporate sponsored function must be chaired or overseen by a board member.

1. OFFICES, ELECTION, TERM

Unless otherwise provided for in the certificate of incorporation the board may elect or appoint a president, one or more vice presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of members. Each officer shall hold office for the term for which he/she is elected or appointed and until his successor has been elected or appointed and qualified. la. To qualify as an officer, a member must serve on the board for at least a year. 1b. No persons shall serve more than two (2) consecutive full terms as president or two (2) consecutive full terms as vice president.

2. REMOVAL, RESIGNATION, SALARY

Any officer elected or appointed by the board may be removed by the board with or without cause. In the event of death, resignation or removal of an officer, the board will elect a successor to fill the unexpired term. The salaries of all officers shall be fixed by the board.

3. PRESIDENT

The president shall be the chief executive officer of the corporation; he/she shall preside at all meetings of the members and of the board, he/she shall have the general Management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4. VICE PRESIDENT

During the absence or disability of the president, the vice president, or if there are more than one, the executive vice president, shall have all the powers and functions of the President. Additionally, the vice President shall develop and coordinate a yearly plan for increasing membership and shall perform such other duties as the board shall prescribe.

5. TREASURER

The treasurer shall have the care and custody of all the funds and securties of the corporation and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect; he/she shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation, when counter-signed by the president; he/she shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by the president he/she shall at all reasonable times exhibit his/her books and accounts to any, director or member of the corporation upon application at the office of the corporation during ordinary business hours. At the end of each corporate year, he/she shall have an audit of the accounts of the corporation made by a committee appointed by the president, and shall present such audit in writing at the meeting of the members, at which time he/she shall also present an annual report setting forth in full the financial conditions of the corporation.

6. ASSISTANT - TREASURER

During the absence or disability of the treasurer, the assistant- treasurer, or if there are more than one, the one so designated by the board, shall have the powers and functions of the treasurer.

7.SECRETARY

The secretary shall keep the minutes of the Board of Directors and also the minutes of the members. He/she shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the board of directors. He/she shall attend to the giving and serving of all notices of the corporation, and shall have charge of all books, papers and correspondence directed to the corporation or the officers and directors of the corporation relevant to corporate business. Said materials shall be considered the property of the corporation and shall be forwarded to the secretary at the next Board of Directors Meeting following receipt of such materials. The secretary shall also perform all duties incidental to his office as the board may direct. He/she shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and the time when they became members.

8. ASSISTANT-SECRETARIES

During the absence or disability of the secretary, the assistant-secretary shall have all the powers and functions of the secretary.

9. SURETIES AND BONDS

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his/her duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

The seal of the corporation shall be as follows:

If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.

The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors. By-laws may also be adopted, amended or repealed by a 2/3 majority of the entire Board of Directors. But any by-law adopted, amended or repealed by the board may be amended by the members entitled to vote thereon as hereinbefore provided.

If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of members for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

SEC. 1. No person is authorized to speak for or in the name of the corporation unless authorized by the president or by the Board of Directors.

SEC. 2. Roberts Rules of Order shall govern the conduct of meetings of this corporation.

SEC. 3. Nothing of a religious or Partisan nature shall be discussed in the corporation and any member guilty of violating this Section may be expeled from the corporation after the second offense.