[Adopted 1/2/2008 by unanimous vote of the Board of Directors]

Article I: Name
The name of this corporation is Book Wish Foundation. Book Wish Foundation is a Virginia Nonstock Corporation.

Article II: Board of Directors

1. The Board of Directors shall serve without pay.

2. Vacancies may be filled at any Board meeting, provided a quorum is present.

3. Election or appointment of Directors shall otherwise be governed by Articles 4 and 5 of the Articles of Incorporation.

Article III: Officers

1. The officers of the Board shall consist of a President, Vice President, Secretary, and Treasurer nominated by the Board.

2. Elected officers shall serve a term of one year and may stand for re-election.

3. Duties of Officers
a. The President shall preside at all Board meetings, appoint committee members, and perform other duties as needed.

b. The Vice President shall assume the duties of the President in case of the President’s absence.

c. The Secretary shall keep records of Board actions, including taking the minutes at all Board meetings, and shall distribute such records to Board members as needed.

d. The Treasurer shall manage the corporation’s finances, including preparing the corporation’s budget, preparing financial reports, and distributing financial information to Board members or the public as needed.

Article IV: Committees

1. The Board may appoint standing and ad hoc committees as needed.

Article V: Meetings

1. A regular meeting shall be held annually at a time and place decided at any Board meeting, or, in the absence of a formal decision, during the month of December at the corporation’s registered office, at a time specified by the President.

2. Special meetings may be held at any time when called for by the President or a majority of Board members.

Article VI: Voting

1. A majority of Board members constitutes a quorum. Absent a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.

2. Passage of a motion requires a majority of Board members present.

Article VII: Conflict of Interest

1. The Board shall adopt a Conflict of Interest Policy during its first meeting.

Article VIII: Fiscal Policies

1. The fiscal year of the corporation shall be October 1 – September 30.

Article IX: Amendments

1. These bylaws may be amended by a two-thirds vote of Board members present at any meeting, provided a quorum is present and provided a copy of the proposed amendments is distributed to each Board member at least one week prior to said meeting.