BYLAWS

OF

LDS PUBLISHING PROFESSIONALS ASSOCIATION

(a Utah nonprofit corporation)

Effective as of [_____________________]

BYLAWS
OF
LDS PUBLISHING PROFESSIONALS ASSOCIATION
(a Utah nonprofit corporation)

ARTICLE 1: NAME, PURPOSES, AND POWERS

1.1 Name. These Bylaws constitute the code of rules adopted by LDS Publishing Professionals Association (the “Corporation”) for the regulation and management of its affairs.

1.2 Purposes. The purposes of the Corporation are as set forth in the Articles of Incorporation.

1.3 Powers. The Corporation shall have such powers as are now or may hereafter be granted by the Utah Revised Nonprofit Corporation Act (the “Act”), or any successor legislation; except that such powers may be exercised only in furtherance of the purposes of the Corporation as stated in its Articles of Incorporation and consistent with its status as a corporation described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

1.4 Mission Statement. The LDS Publishing Professionals Association is an international organization for members and friends of The Church of Jesus Christ of Latter-day Saints who work in the publishing industry or seek to do so. Publishing professionals are uniquely positioned to influence the world for good through the power of ideas. We believe that LDS publishing professionals have great potential to make a positive difference in the world through their knowledge, perspectives, talents, and commitment to “being honest, true, chaste, benevolent, virtuous, and . . . doing good to all men.”
LDSPPA seeks to fulfill this vision in several ways:
1. To provide professional networking;
2. To advance the publishing education and skill sets of members;
3. To help members learn of publishing industry opportunities, prepare for publishing careers, and succeed in those careers;
4. To provide ideas, connections, and resources to help members be innovators and leaders in publishing and increase their positive impact in the world.

ARTICLE 2: OFFICES AND AGENT

2.1 Principal Office. The initial principal office of the Corporation shall be located at 1296 Parkside Lane, Layton, Utah, 84041. The Corporation may have such other offices, either within or outside Utah, as the Board of Directors may designate or as the affairs of the Corporation may require from time to time.

2.2 Registered Office. The Corporation shall have and continuously maintain a registered office in the State of Utah. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and submission of the appropriate statement to the Utah Department of Commerce.

2.3 Registered Agent. The registered agent of the Corporation may be either an individual, resident in the State of Utah, a domestic or foreign corporation authorized to transact business in the State of Utah, or a domestic or foreign limited liability company authorized to transact business in the State of Utah. Such an agent shall be continuously maintained by the Corporation in the State of Utah. A new registered agent may be appointed if the office of such agent becomes vacant for any reason, or such agent becomes disqualified or incapacitated to act, or if the Corporation through the Board of Directors revokes the appointment of such agent by duly adopted resolution. The new appointment shall be made by duly adopted resolution of the Board of Directors and submission of the appropriate statement to the office of the Utah Department of Commerce. Such registered agent shall be recognized as an agent of the Corporation on whom any process, notice, or demand required or permitted by law to be served on a corporation may be served.

ARTICLE 3: MEMBERS

3.1 Members. The Corporation shall have members.

3.2 Membership Requirements. Requirements for obtaining and maintaining membership in the Corporation shall be determined by the Board of Directors and may be revised from time to time by the Board of Directors.

3.3 Voting Rights. Members shall have voting rights that are limited to the following: (a) any matter where approval by the membership is required under the Act; (b) approval of the initial Bylaws of the Corporation; and (c) any voting rights in chapter organizations that may be conferred by bylaws of individual chapters of the Corporation.

3.4 Removal of Members. The Board of Directors may revoke the membership of any member at any time, with or without cause, by providing notice of revocation to the member.

ARTICLE 4: BOARD OF DIRECTORS

4.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation or under the Act.

4.2 Number of Directors and Qualifications. The Corporation shall not have less than three directors. The number of directors shall be determined from time to time by a resolution of the Board of Directors, or, as to the initial number, by the incorporator. A Director need not be a resident of the State of Utah but must be a person 18 years of age or older. The directors may elect from their number a director to serve as president of the Board of Directors, for such term and with such authority as may be granted by the Board of Directors.

4.3 Election and Term of Office. The initial directors shall be elected by the incorporator. Thereafter directors shall be elected by the Board of Directors at each annual meeting of the Board of Directors or as otherwise provided in Section 4.14 below. Each director shall hold office until the next regular annual meeting of the Board of Directors and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal. No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director.

4.4 Regular Meetings. The regular annual meeting of Board of Directors shall be held on such day, and at such place, as shall be designated in the notice of such meeting for the purpose of electing members of the Board of Directors and officers, and for the transaction of such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings.

4.5 Special Meetings. Special meetings of the Board of Directors may be called by the president of the Board of Directors or by any two directors to be held at such time and place as shall be designated in the notice of the meeting.

4.6 Notice. Notice of each meeting of the Board of Directors stating the place, day and hour of the meeting shall be given to each director at least ten days prior to such meeting by the mailing of written notice by first class, certified, registered mail or overnight mail, or at least five days prior to such meeting by personal delivery of written notice or by telephonic, facsimile, or email notice, except that in the case of a meeting to be held pursuant to Section 4.8 hereof, telephone notice may be given two days prior to such meeting. The method of notice need not be the same to each director. Notice shall be deemed to be given, if mailed, on the earlier of the date it is received or five days after it is deposited in the United States mail, with postage prepaid, addressed to the director at such director’s business or residence address; if personally delivered, when delivered to the director; if delivered by facsimile, upon confirmation of receipt by the receiving facsimile machine; if delivered by email, upon written confirmation of receipt by nonautomated response; and, if telephoned, when communicated to the director. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless at the beginning of the meeting or promptly upon the director’s later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack or notice or defective notice and after objecting, the director does not vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless required by the Act.

4.7 Quorum. A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a majority of the directors then in office, except that if less than a majority of the directors then in office are present at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

4.8 Telephonic Meetings. Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating for all purposes herein.

4.9 Proxies. For purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a director may be considered to be present at a meeting and to vote if the director has granted a signed written proxy to another director who is present at the meeting and which authorizes the other director to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonably specificity in the proxy. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. Participation in such meeting by proxy shall constitute attendance and presence in person at the meeting of the person or persons so participating by proxy for all purposes herein; provided that for purposes of Section 4.11, any director participating by proxy shall not be deemed to have participated in such meeting except with respect to the matters set forth in the written proxy.

4.10 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall, unless the act of a greater number of directors is required by the Articles of Incorporation, the Act or these Bylaws, be the act of the Board of Directors.

4.11 Presumption of Assent. A director who is present at a meeting of the Board of Directors when corporate action is taken is considered to have consented to the action taken at the meeting unless the director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or consent to any action taken at the meeting, or the director contemporaneously requests his or her dissent or abstention as to any specific action to be entered into the minutes of the meeting, or the director causes written notice of a dissent or abstention as to a specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the Corporation promptly after adjournment of the meeting.

4.12 Resignation. A director may resign at any time by giving written notice of resignation to either the Board of Directors, or the President of the Board of Directors or the Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective but such resignation shall be effective when notice is delivered.

4.13 Removal of Directors. Directors may be removed from office by the Board of Directors. The removal may be with or without cause.

4.14 Vacancies and Increase in Number of Directors. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director elected to fill a vacancy, or as a result of an increase in the number of directors, shall hold such office until the next regular annual meeting of the Board of Directors and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

4.15 Action by Written Consent. Any action required to be taken at a meeting of the Board of Directors or any other action which may be taken at a meeting of the Board of Directors may be taken without a meeting if each and every member of the board in writing either (a) votes for the action, or (b) votes against the action or abstains from voting, and waives the right to demand that action not be taken without a meeting. Such a vote shall have the same legal effect as a vote of all the directors and may be described as such in any document.

4.16 Fees and Compensation. Directors shall not receive compensation for their services as such, although the reasonable expenses of directors of attendance at board meetings may be paid or reimbursed by the Corporation. This section shall not be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

4.17 Procedure. The Board of Directors may adopt its own rules of procedure that shall not be inconsistent with these Bylaws.

ARTICLE 5: COMMITTEES AND ADVISORY BOARDS

5.1 Committees. Upon the approval of a majority of all directors then in office, the Board of Directors may from time to time establish one or more committees or advisory boards. Each committee and advisory board shall have one or more directors, and all committee and advisory board members shall serve at the pleasure of the Board of Directors.

5.2 Powers. Each committee and advisory board shall have and may exercise all powers relating to the business and affairs of the Corporation as may be granted to it by the Board of Directors at the time of its designation or thereafter by written approval of a majority of all directors then in office, except for such power as by law may not be delegated by the Board of Directors to a committee or advisory board.

5.3 Term of Office. Each member of a committee or advisory board shall continue as such until the next regular annual meeting of the Board of Directors and until a successor is appointed, unless the committee or advisory board shall be sooner terminated, or unless such member is sooner removed by the Board of Directors, in its sole discretion, or ceases to qualify as a member thereof.

5.4 Chair. One member of each committee and advisory board shall be appointed committee chair by the President of the Board of Directors.

5.5 Vacancies. Vacancies in the membership of a committee or advisory board may be filled by appointments made in the same manner as provided in the case of the original appointments.

5.6 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee or advisory board, a majority of the whole committee or advisory board , as the case may be, shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee or advisory board, as the case may be.

5.7 Rules. Each committee or advisory board may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

5.8 Compensation. The Board of Directors may pay expenses of attendance to any member of any committee or advisory board designated by it hereunder who is not an active salaried employee of the Corporation for attendance at each meeting of such committee or advisory board.

ARTICLE 6: OFFICERS

6.1 Number and Qualifications. The initial officers of the Corporation shall be a President of the Board of Directors, a Treasurer, and a Secretary. The Board of Directors may also elect or appoint such other officers, assistant officers, and agents, including, but not limited to, a Vice President of the Board of Directors, assistant secretaries and assistant treasurers, as the Board of Directors may consider necessary. Any two or more offices may be held by the same person.

6.2 Election and Term of Office. The initial officers of the Corporation shall be elected by the incorporator. Thereafter, the officers of the Corporation shall be elected by the Board of Directors at the Board of Directors’ regular annual meeting or on such later date thereafter as may be convenient. Each officer shall hold office until his or her successor shall have been duly appointed and qualified or until such officer’s death, resignation, or removal in the manner provided in these Bylaws. Election or appointment of an officer shall not in itself create contract rights.

6.3 Removal and Resignation. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby. Any officer may resign at any time by giving written notice to the President of the Board of Directors or Secretary.

6.4 Authority and Duties of Officers. The officers of the Corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the President of the Board of Directors, the Board of Directors, or these Bylaws, except that in any event, each officer shall exercise such powers and perform such duties as may be required by law:

(a) President of the Board of Directors. The President of the Board of Directors shall, subject to the direction and supervision of the Board of Directors: (i) have general and active control of the affairs of the business of the Corporation and general supervision of its officers, agent, and employees; (ii) preside at all meetings of the Board of Directors; (iii) see that all orders and resolutions of the Board of Directors are carried into effect; and (iv) perform all other duties incident to the office of president and as from time to time may be assigned to the President by the Board of Directors.

(b) Vice President of the Board of Directors. In the absence of the President of the Board of Directors, or in the event of the President’s inability or refusal to act, the Vice President of the Board of Directors shall perform the duties of the President, and when so acting shall have all the powers and be subject to all the restrictions of the President. The Vice President shall perform such duties as may from time to time be assigned by the President or the Board of Directors.

(c) Treasurer. The Treasurer shall: (i) be the principal financial officer of the Corporation and have the care and custody of all of the Corporation’s funds, securities, evidences of indebtedness, and other personal property and deposit the same in accordance with the instructions of the Board of Directors; (ii) receive and give receipts for monies paid into or on account of the Corporation and pay out of the funds on hand all bills, payrolls, and other just debts of the Corporation of whatever nature of maturity; (iii) unless there is a controller, be the principal accounting officer of the Corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of accounts, prepare and file all local, state, and federal tax returns, prescribe and maintain an adequate system of internal audit, and prepare and furnish the President of the Board of Directors and the Board of Directors statements of accounts showing the financial position of the Corporation and the results of the Corporation’s operations; (iv) on request of the Board of Directors, make such reports to the Board of Directors as may be required at any time; and (v) perform all other duties incident to the office of treasurer and such other duties as may from time to time be assigned by the Board of Directors or the President of the Board of Directors. Assistant treasuries, if any, shall have the same powers and duties, subject to supervision by the Treasurer. In the absence of a Treasurer, the Secretary shall perform the foregoing functions of the Treasurer.

(d) Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in books provided for that purpose; shall assure that all notices are given in accordance with the provisions of these Bylaws or as required by law; shall be custodian of the Corporation’s records; shall certify the authenticity of copies of the Bylaws, resolutions of the Board of Directors, committees and advisory boards, and all other documents of the Corporation; and shall in general perform all duties incident to the office of corporate secretary and such other duties as may from time to time be assigned by the President of the Board of Directors or the Board of Directors.

6.5 Vacancies. Any vacancy in any office arising from any cause shall be filled for the unexpired portion of the term by action of the Board of Directors.

6.6 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors. No officer shall be prevented from receiving any such compensation by reason of the fact that such officer is also a director of the Corporation.

ARTICLE 7: EXECUTION OF INSTRUMENTS, LOANS, AND DEPOSITS;
CHECKS AND GIFTS

7.1 Instruments. The Board of Directors may authorize any officer, agent, or agents to enter into any contract or execute or deliver any instrument in the name of, and on behalf of, the Corporation, and such authority may be general or confined to specific instances.

7.2 Loans. No loans or advance shall be contracted on behalf of the Corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the Corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the Corporation, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances.

7.3 Deposits. All monies of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized so to do by the Board of Directors.

7.4 Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness (issued in the name of the Corporation) shall be signed by such officers or agents of the Corporation as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or Secretary and countersigned by the President of the Board of Directors, Vice President of the Board of Directors, or any current director.

7.5 Gifts. The Board of Directors may authorize any officer to accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for the special purpose of the Corporation.

ARTICLE 8: INDEMNIFICATION AND INSURANCE

8.1 Definitions. For purposes of this Article 8, the following terms shall have the meanings set forth below:

(a) “Action” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative.

(b) “Indemnified Party” means any person who is or was a party or is threatened to be made a party to any Action by reason of the fact that such person is or was a director, officer, fiduciary, employee, or agent of the Corporation (which shall include actions taken in connection with or relating to the organization of the Corporation) or is or was serving at the request of the Corporation as a director, officer, partner, member, manager, trustee, fiduciary, employee, or agent of another corporation, nonprofit corporation, person, or employee benefit plan.

8.2 Indemnification. The Corporation to the maximum extent permitted, and in the manner required by the laws of the State of Utah, shall indemnify any Indemnified Party against any and all applicable claims, judgments, fines, amounts paid in settlement, and other costs actually and reasonably incurred in any Action giving rise to the Indemnified Party’s status as such.

8.3 Determination. The Corporation may not indemnify an Indemnified Party under Section 8.2 unless a determination has been made in the specific case that indemnification of the Indemnified Party is permissible under the circumstances and under the law of the State of Utah. Such determination with respect to an Indemnified Party shall be made (1) by the Board of Directors by majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the Action shall be counted in satisfying the quorum, (2) if a quorum cannot be attained, by majority vote of a committee of the Board of Directors, which committee shall consist of two or more directors not parties to the Action, except that directors who are parties to the action may participate in the designation of directors for the committee, or (3) by special legal counsel selected by the Board of Directors or its committee in the manner prescribed in clauses (1) or (2) of this Section 8.3, or, if such quorum or committee cannot be established, by special legal counsel selected by a majority vote of the full Board of Directors.

8.4 Payment in Advance. Expenses, including attorneys’ fees, or some part of such expenses, incurred by an Indemnified Party in defending any Action shall be paid by the corporation in advance of the final disposition of such Action upon the satisfaction of the following conditions: (1) the Indemnified Party furnishes the Corporation a written affirmation of such person’s good faith belief that (i) such person has acted in good faith, (ii) such person reasonably believes that such person’s conduct was in, and not opposed to the Corporation’s best interest (or in any case involving an employee benefit plan, such action was believed to be in and not opposed to the interests of the participants in and beneficiaries of the plan), and (iii) in the case of criminal proceedings, such person had no reasonable cause to believe such person’s conduct was unlawful; (2) the Indemnified Party furnishes the Corporation a written undertaking, executed personally or on the Indemnified Party’s behalf, to repay the amount advanced if it is ultimately determined that such Indemnified Party did not meet the appropriate standard of conduct; and (3) a determination is made pursuant to Section 8.3 that the facts then known to those making the determination would not preclude indemnification under the Act or these Bylaws.

8.5 Other Indemnification. The indemnification and advancement of expenses provided by this Article 8 shall not be construed to be exclusive of or limit any other rights to which any Indemnified Party or other person may be entitled under the Articles of Incorporation or any bylaw, agreement, vote of disinterested directors, or otherwise, both as to action in such Indemnified Party’s official capacity and as to action in another capacity while holding office.

8.6 Insurance. By action of the Board of Directors, notwithstanding any interest of the directors in such Action, the Corporation may purchase and maintain insurance in such amounts as the Board of Directors may deem appropriate on behalf of any Indemnified Party against any liability asserted against such Indemnified Party and incurred by such Indemnified Party in such Indemnified Party’s capacity, or arising out of such Indemnified Party’s status, as an Indemnified Party, whether or not the Corporation would have the power to indemnify such Indemnified Party against such liability under applicable provisions of law.

8.7 Right to Impose Conditions to Indemnification. The Corporation shall have the right to impose, as conditions to any indemnification provided by the Corporation, such reasonable requirements and conditions as may appear appropriate to the Board of Directors in each specific case and circumstance, including, but not limited to, any one or more of the following: (a) that any counsel representing the Indemnified Party in connection with the defense or settlement of any Action shall be counsel mutually agreeable to the Indemnified Party and to the Corporation; (b) that the Corporation shall have the right, at the Corporation’s option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the Indemnified Party; and (c) that the Corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the Indemnified Party’s right of recovery and that the Indemnified Party shall execute all writings and do everything necessary to assure such rights of subrogation to the Corporation.

ARTICLE 9: CHAPTERS

9.1 Creation. The Board of Directors may create chapters consisting solely of LDSPPA members in accordance with requirements and procedures established by the Board.

9.2 Policies. Chapters are subject to the provisions of the Articles of Incorporation and these Bylaws.

9.3 Bylaws. Chapter Bylaws and amendments thereto must be approved by the Board.

9.4 Reporting. Chapters are required to report annually on their activities and finances to the Board of Directors.

9.5 Dissolution. A chapter may be dissolved by the Board, or by request of the chapter with approval of the Board. In the event of dissolution, any remaining chapter assets shall become the property of the Corporation.

ARTICLE 10: MISCELLANEOUS

10.1 Books and Minutes. The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the meetings of its Board of Directors.

10.2 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

10.3 Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the Act, or any successor thereto, or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

10.4 Amendments to Articles of Incorporation. The Articles of Incorporation of the Corporation may be altered, amended, or repealed and new Articles adopted by a majority of directors in office at the time the amendment is adopted; provided that amendments are filed by the appropriate statement with the Utah Department of Commerce.

10.5 Amendments to Bylaws. These Bylaws may be altered, amended, or repealed and new Bylaws adopted by a majority of directors in office at the time the amendment is adopted.

10.6 Interpretation. These Bylaws and each provision of these Bylaws are subject to applicable statutory law and to the Articles of Incorporation.

10.7 Related Party Transactions. No contract or other transaction between the Corporation and one or more of its directors, committee members, advisory board members, or a party related to any such director, committee member, advisory board member or any other corporation, firm, association, or entity in which one or more of the directors, any committee members, any advisory board members, or any party related to any such director, committee member, or advisory board member are directors, officers, members, or partners or are financially interested (“Related Party Transaction”) shall be either void or voidable because of such relationship or interest, or because such director, committee member or advisory board member, as the case may be, is present and votes at the meeting of the directors, the committee or the advisory board which authorizes, approves, or ratifies the Related Party Transaction; provided that (a) (i) the material facts of such relationship or interest are fully disclosed or known to the directors, committee. or advisory board which authorizes, approves, or ratifies the Related Party Transaction and (ii) the Board of Directors, the committee, or the advisory board in good faith authorizes, approves, or ratifies the Related Party Transaction by affirmative vote of a majority of disinterested directors, committee members, or advisory board members, as the case may be, even though the disinterested directors, committee members, or advisory board members are less than a quorum, or (b) the terms and conditions of such Related Party Transaction are fair and reasonable to the Corporation. Notwithstanding the foregoing, in no event shall the Corporation make a loan to any director or officer of the Corporation.
[End of Document]

CERTIFICATE OF ADOPTION OF BYLAWS
OF
LDS PUBLISHING PROFESSIONALS ASSOCIATION
(a Utah nonprofit corporation)

CERTIFICATE BY THE PRESIDENT

The undersigned hereby certifies that he is the President of the Board of Directors of LDS Publishing Professionals Association and that the foregoing Bylaws were submitted to and approved and adopted by the Board of Directors of this Corporation by resolution effective as of July 1, 2015.

The undersigned further certifies that the foregoing Bylaws were submitted to and approved and adopted by the members of the Corporation at a meeting of the Corporation on _____________, 2015.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ___ day of __________, 2015.

________________________________________
Steven Peter Piersanti, President of the Board of Directors