CORPORATE BYLAWS OF THE BAHÁ'Í ASSOCIATION OF MENTAL HEALTH PROFESSIONALS
ARTICLE I.

CORPORATION

Section 1.1 Corporate Name. The Name of Corporation shall be BAHÁ'Í ASSOCIATION OF MENTAL HEALTH PROFESSIONALS, an Illinois not-for-profit corporation.

Section 1.2. Corporate Purposes. The purposes of the corporation shall be as stated in its articles of incorporation.

Section 1.3. Corporate Offices. The corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office and may have other offices within or without the State of Illinois as the board of directors may from time to time determine.

Section 1.4. Corporate Dissolution. In the event of the dissolution of the corporation, the board of directors, after paying or making provisions for the payment of all of the liabilities of the corporation, shall distribute the assets of the corporation as provided in its articles of incorporation.

ARTICLE II.

MEMBERS

Section 2.1. Sole Member. The sole member shall be NATIONAL SPIRITUAL ASSEMBLY OF THE BAHÁ'ÍS OF THE UNITED STATES, an Illinois not-for-profit corporation.

Section 2.2. Action by Sole Member. The member shall act by executing and delivering to the Chair or Secretary of the corporation a written instrument or instruments, signed by an authorized officer of the member, setting forth the action taken and the applicable corporate authorizations and directions from the Board of Trustees of the member. The action of the sole member shall be deemed to have been taken on the dates the written instruments are so delivered unless the instruments provide otherwise.

Section 2.3. Advisory Members. The corporation shall actively solicit the support and participation in the affairs of the corporation of persons who collectively shall be known as the advisory members. The board of directors shall establish the qualifications for advisory membership including but not limited to payment of advisory member dues. Among the privileges of the advisory members shall be the power to serve on the board of directors, recommend membership on the board of directors and make recommendations on other policy matters by whatever means for arranging this the board may decide. The advisory members, however, shall have no other power or authority to manage the corporation under these by-laws.

ARTICLE III.

BOARD OF DIRECTORS

Section 3.1. Board of Directors. The board of directors of the corporation shall consist of not less than four (4) nor more than nine (9) persons. The initial board of directors of the corporation shall be six (6) persons, two of whom shall serve for a term of one year or until the first annual meeting of the sole member of the corporation, two (2) of whom shall serve for a term of two (2) years or until the second annual meeting of the sole member of the corporation, and two (2) of whom shall serve for a term of three (3) years or until the third annual meeting of the sole member of the corporation, all as stated in the Articles of Incorporation of the corporation.

Section 3.2. Power and Duties of Board of Directors. The policy-making powers of the corporation shall be vested in the board of directors of the corporation, which shall, inter-alia, have charge, control, and management of the policies, property, affairs, and funds of the corporation; determine compliance with the corporation's stated purposes; fill vacancies among the officers; and have the power and authority to do and perform all acts or functions not inconsistent with these bylaws or the corporation's Articles of Incorporation.

Section 3.3. Appointment; Vacancies; and Removal. The directors shall be appointed to the board of the corporation by action of the sole member as provided in § 2.2 immediately preceding each annual meeting of the board of directors. Vacancies on the board of directors due to death, resignation, or other cause may but need not be filled during the year through appointment by the sole member. Directors shall hold office until their successors have been appointed. A member of the board of directors may with the assent of the sole member succeed himself for any number of terms. Any director may be removed by action of the sole member whenever in its judgment the best interests of the corporation would be served thereby.

Section 3.4. Annual Meeting of the Board. Beginning with the year following the year of incorporation, the annual meeting of the board of directors shall be held at a date and time at the principal office of the corporation or at such place as may be designated from time to time by the board of directors at such hour as may be designated in the notice for the purpose of electing the officers for the coming year.

Section 3.5. Regular Meetings of the Board. In addition to the annual meeting described in § 3.4, the board of directors shall hold at least one (1) regular meeting each calendar year at the principal office of the corporation or such other convenient locations as designated by the board chair.

Section 3.6. Special Meetings of the Board. Special meetings of the board of directors may be called by the board chair and also shall be called within five (5) days of receipt of a written request of two (2) of the members of the board.

Section 3.7. Notice of Board Meeting. Written notice stating the date, place and time of each meeting of the board of directors shall be given not less than three (3) days before the date of the meeting. Such notice shall be delivered by mail, telephone, telegraph, facsimile transmission, electronic mail, or by personal service by or at the direction of the chair, the secretary or the persons calling the meeting, to each director entitled to vote at the meeting. In the case of special meetings, and when otherwise required by the General Not For Profit Corporation Act of the State of Illinois, the notice shall state generally the nature of the business to be taken up at the meeting. Unless otherwise stated in the notice thereof, any and all business may be transacted at any meeting without specification of such business in the notice.

Section 3.8. Informal Action. Any action required or permitted to be taken at a meeting of the board of directors or one of its committees may be taken without meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members, as the case may be.

Section 3.9. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors; provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time and place without further notice, unless otherwise required by the General Not For Profit Corporation Act of the State of Illinois.

Section 3.10. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall constitute an act of the board of directors, unless the act of a greater number is required by statute, these bylaws, or the General Not For Profit Corporation Act of the State of Illinois. No director may act by proxy on any matter.

Section 3.11. Compensation. Directors shall not receive any stated salaries for their services, but by resolution of the board of directors, expenses for attendance, if any, may be allowed for each regular, special or annual meeting of the board of directors; however, no director shall be precluded from receiving compensation for performing services for the corporation in some capacity other than as a director.

Section 3.12. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof. Such right of dissent shall not apply to a director who voted in favor of such action.

Section 3.13. Telephone Meetings. Any one or more members of the board of directors or any committee thereof may participate in a meeting of the Board of Directors or committee by means of a conference telephone or other communications equipment allowing all persons participating in the meeting to communicate with each other. Participation by such means shall constitute presence in person at the meeting of the person or persons so participating.

ARTICLE IV.

OFFICERS OF THE CORPORATION

Section 4.1. Designation of Corporate Officers. The officers of the corporation shall be a chair of the board (who shall be a member of the board of directors), a vice-chair, a secretary, a treasurer and such other assistant secretaries and/or assistant treasurers as the board of directors may from time to time elect. All officers shall be elected by the board of directors at he board's annual meeting and shall hold office for a period of one (1) year or until their successors shall have been duly elected and qualified. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority and perform duties as prescribed from time to time by the board of directors. Any two or more offices may be held by the same person.

Section 4.2. Removal. Any officer or agent elected or appointed 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 but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.3. Vacancies. Vacancies may be filled or new offices created and filled at any meeting of the board of directors.

Section 4.4. Duties of the Chair. The chair shall chair all the meetings of the board of directors and shall perform such other duties assigned to the chair of the board under these bylaws. The chair shall be the chief executive officer of the corporation, shall be the direct executive representative of the board of directors in the management of the corporation, and shall have all the duties and authority which such position would customarily require, and which may be assigned to the chair under these bylaws or by the board of directors.

Section 4.5. Duties of the Vice Chair. The vice chair shall report directly to the board of directors and shall assist in the implementation of the chair's duties as from time to time directed by the board of directors.

Section 4.6. Duties of the Secretary. The secretary shall (a) record the minutes of the meetings of the board of directors in one or more books provided for that purpose; (b) see that all notices are clearly given in accordance with the provision of these Bylaws or as required by law; (c) be a custodian of the corporate records; (d) keep a register of the post office address, telephone number, facsimile transmission number, if any, electronic mail address, if any, of the sole member and each director which shall be furnished to the secretary by the sole member and each director; and (e) perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him or her by the board of directors. In the absence of the secretary, an assistant secretary shall perform such duties.
Section 4.7. Duties of the Treasurer. The treasurer shall have custody and control of the funds of the corporation and shall have such duties as are customarily performed by or required of corporate treasurers, including giving a bond when requested by the board of directors and such other duties as from time to time may be assigned to him or her by the board of directors. He or she shall ensure that a true and accurate accounting of the financial transactions of the corporation is made periodically, that reports of such transactions are presented to the board of directors and that all accounts payable are presented to such representatives as the board may designate for authorization of payment. In the absence of the treasurer, an assistant treasurer shall perform such duties.

Section 4.8. Assistant Treasurers and Assistant Secretaries. The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the board of directors.

Section 4.9. Salaries. The salaries, if any, of the officers shall be fixed from time to time by 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.

ARTICLE V.

COMMITTEES OF THE BOARD OF DIRECTORS

Section 5.1. Committees Generally. Committees may be created or terminated at any time by resolution of the board. Every committee shall have two or more directors, and always a majority of the directors, among its members. All committee chairmen and committee members shall be appointed by the board of directors. At a committee meeting, a quorum shall be one-half (_) the number of voting members of the committee and the act of a majority of the voting members of any committee present at a meeting at which a quorum is present shall be the action of the committee. Each committee shall submit brief minutes of its meetings to the corporate secretary for distribution to the board. The committees, to the extent provided in the resolution and not restricted by law, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it, him or her by law.

Section 5.2. Advisory Committees or Task Forces. Advisory committees or task forces not having or exercising the authority of the board of directors in the corporation may be designated or created by the board of directors and shall consist of such person or persons as the Board of Directors designates. Such a committee or task force may not act on behalf of the corporation or bind it to any actions, but may make recommendations to the board of directors of the corporation.

Section 5.3. Term of Office. Each member of a committee or task force shall continue as such until the next annual meeting of the board of directors and until his or her successor is appointed, unless the committee or task force shall be sooner terminated, or unless such member be removed from the committee or task force by the board of directors, or unless the member shall cease to qualify as a member thereof.
Section 5.4. Chair. One member of each committee of directors, advisory committee or task force shall be elected as chair by a majority of the members of the committee or task force in attendance at the first meeting. The first meeting of a committee or task force shall be called by a person designated by the board of directors to convene the meeting.

Section 5.5. Vacancies. Vacancies in the membership of any committee or task force may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 5.6. Informal Action. The authority of a committee or task force may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all the members entitled to vote.

ARTICLE VI.

FISCAL MATTERS

Section 6.1. Fiscal Year. The fiscal year of the corporation shall be set by a resolution adopted by the board of directors.

Section 6.2. Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 6.3. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board. Such authority may be general or confined to specific instances. No loan in excess of $2,000 shall be extended or incurred by or on behalf of the corporation in any fiscal year without the prior approval of the sole member of the corporation. No loan in any amount shall be granted to an officer or director of the corporation.

Section 6.4 Gifts, Grants and Transfers of Assets. The corporation shall obtain the approval of the sole member of the corporation before it makes any gift, grant or transfer of corporate assets in excess of $2,000 in value in any fiscal year to other than the sole member of the corporation or any entity owned or controlled by the sole member.

Section 6.5. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the chair, vice chair, secretary or assistant secretary of the corporation.

Section 6.6. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

Section 6.7. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

Section 6.8. Audit. The board of directors of the corporation shall appoint an independent auditor each year to conduct an examination of the corporation's financial statements. The audit shall include a review of and comments on the corporation's system of internal controls over its books, records, assets and liabilities. The annual financial statements of the corporation, together with the auditors' report and copies of all completed and executed tax returns required to be filed with any federal or state governments shall be submitted, as soon as they become available, to the sole member of the corporation. The board of directors shall also submit to the sole member of the corporation such report or reports of the corporation's programs and activities as the sole member may request from time to time.

ARTICLE VII.

CONFLICTS OR DUALITY OF INTEREST

Section 7.1. Statement of General Policy. The corporation's affirmative policy shall be to require that all actual or apparent conflicts be disclosed promptly and fully to all necessary parties and to prohibit specified involvement in the affairs of the corporation by persons having such conflicts. This policy shall apply to all members of the board of directors and corporate officers, agents and employees of the corporation, including independent contractor providers of services and materials.

Section 7.2. Disclosure of all Conflicts. All persons to whom this policy applies shall disclose all real or apparent conflicts, which they discover or which have been brought to their attention in connection with the corporation's activities. When an individual director, officer, agent or employee believes that he or she or a member of his or her immediate family might have or does have a real or apparent conflict, he shall abstain from making motions, voting, executing agreements, or taking any other similar direct action on behalf of the corporation where the conflict might pertain, but shall not be precluded from discussion or consultation or other similar involvement on behalf of the corporation. The board of directors of the corporation at any time may establish further guidelines consistent with the interests of the corporation for the resolution of any real or apparent conflicts.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Basic Indemnification. The corporation shall indemnify each of its officers and directors against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, lawsuit, or proceeding in which they are made parties, by reason of being or having been an officer or director, except in relation to matters as to which such officer or director shall be adjudged in such action, lawsuit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. Such right of indemnification shall not be deemed exclusive of any right, or rights, to which they may be entitled under any other bylaw, agreement or otherwise.

Section 8.2. Insurance of Risk. The corporation's management shall have the authority to purchase and maintain or affect insurance on behalf of any and all of its present and former officers and directors, against any liability or settlement based on asserted liability incurred by them by reason of being or having been officers or directors of the corporation.

ARTICLE IX.

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to giving the notice. Attendance at any meeting (including participation by means of a conference telephone or other communications equipment) shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

ARTICLE X

AMENDMENTS

The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the sole member of the corporation. Such action may be taken at a regular meeting for which written notice of the purpose shall be given. The bylaws may contain any provisions for the regulation and management of the corporation not inconsistent with law or the articles of incorporation.