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Bylaws of Troubled Times, Inc.

a Nonprofit Public Benefit Corporation


Article 4: Officers

Section 1: Number of Officers

The officers of the corporation shall be a President, a Secretary, and a Treasurer. The corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board. The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

Section 2: Term of Office

All offices of Troubled Times, Inc. are elected positions for a term of one year. Any person may serve as officer of this corporation. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Special elections will be held if an officer resigns abruptly or otherwise cannot serve out their term. Such special elections will be called by the Board within 30 days of receipt of a resignation or verification that the officer is unable to serve. Terms resulting from a special election to fill a vacant position shall be for the remainder of the fiscal year.

Section 3: Election of Officers

Officers shall be elected by the Board of Directors after the membership has been polled. Elections will be held yearly, after the close of the fiscal year, with the Board of Directors taking into consideration membership preferences. The membership is polled as to their nominations. Nominations run for a 30 day period in February, with an additional 30 days in March allowed for all polls to be gathered. A quorum of 50% of the membership is required to constitute a recommendation to the board. Run-off polls will be held if the quorum is not secured. Any officer not re-elected shall forward the Seal and any files relevant to the office in their possession to their successor promptly.

Section 4: Election Audits

Ballots are open to the membership, and are forwarded by the Secretary to any member of Troubled Times, Inc. requesting an electronic copy of the ballots at the completion of the election. The Internal Audit of Troubled Times, Inc. will perform an audit of all results from membership polling, including spot checking polling ballots to ensure that the recorded polling ballots reflect the actual intent of the membership. The Secretary will forward the polling ballots to the Internal Audit team at the conclusion of the poll of membership preferences. Any improprieties discovered by the Internal Audit team will be brought before the board for resolution.

Section 5: Removal and Resignation

Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

Section 6: Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

Section 7: Compensation

Troubled Times, Inc. members in general volunteer their time to the organization. Members are not paid for their contributions of time, nor do they automatically receive compensation for any position they may hold. Where the operation of Troubled Times, Inc. requires an officer to be engaged more than 10 hours a week, and where operating funds are available, compensation will be paid to such officer. Such salaries shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation.

In all cases, any salaries received by officers of this corporation shall be in keeping with industry rates and practices, be reasonable, and be given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation. Troubled Times, Inc. will then pay salary to such officer, with all applicable taxes associated with such salary and benefits as the Board shall determine to include in the compensation package. Should clerical or professional assistance be needed from time to time, fees or salary are to be likewise paid from the operating expenses of Troubled Times, Inc., as the Board shall determine.