Operation Military Embrace, Inc

BY-LAWS

OF

OPERATION MILITARY EMBRACE, INC.

ARTICLE ONE

Name, Offices and purposes

SECTION 1.1 NAME. The name of this corporation shall be “Operation Military Embrace, Inc.”

SECTION 1.2 OFFICE. The principal office of this corporation shall be located in Tomball, Texas or as otherwise provided by the Board of Directors.

SECTION 1.3 REGISTERED AGENT. The corporation shall continuously maintain in the State of Texas a registered office and a registered agent having an address identical with such registered office. The corporation may maintain such other offices within and without the State of Texas as may be required in the conduct of its activities. The designated legal agent for service of Process shall be the President/Executive Director of Operation Military Embrace, Inc.

SECTION 1.4 OME. As used herein the term “OME” shall refer to Operation Military Embrace, Inc., a 501(c)(3) Texas-based tax-exempt/non-profit corporation formed in accordance with the provisions of the Texas Non-Profit Corporation Act and as a federal 501(c)(3) charitable organization in accordance with the provisions of the Internal Revenue Code (the IRC).

SECTION 1.5 PURPOSES. The benevolent purposes of “OME” are to:

1. To pay for the services of legal counsel experienced in military law and affairs (Judge Advocate General experience) to assist injured Active Duty* Marines, Corpsmen and Army soldiers with legal expenses associated with Physical Evaluation Board processes, disability claims and disability ratings. Additionally, Operation Military Embrace (“OME”) will assist with legal expenses for Active Duty Marines, Corpsmen and/or soldiers charged with combat-related crimes alleged to have occurred while engaged in combat operations.

1. To provide assistance and support to injured Active Duty Marines, Corpsmen, Army soldiers and/or their families regardless whether the injuries were sustained in combat, training, an accident while on leave or liberty, a non-training related accident on base or from unusual diseases such as esophageal cancer, mysterious liver diseases & such other ailments.

1. To fund outings, dinners, travel costs, specialty gifts and such for injured Active Duty Marines, Corpsmen & Army soldiers and/or their families while recuperating at Brooke Army Medical Center located on the Ft. Sam Houston Army Reservation in Ft. Sam Houston, Texas (San Antonio, Texas).

1. To fund the purchase of motivational items for seriously injured Active Duty Marines, Corpsmen and Army Soldiers, when appropriate and when needed (NCO Swords, DVD players, Digital Video Discs {DVD}, music CDs, specialty gifts, etc.).

1. To partner with other 501(c)(3) organizations to assist in funding the construction of injury-appropriate homes and/or modifications to homes or other facilities for injured Active Duty Marines, Corpsmen or Army Soldiers.

1. To make contributions to other military-supporting 501(c)(3) organizations when appropriate (Injured Marine Semper Fi Fund, the Soldier & Family Assistance Center Auxiliary at Brooke Army Medical Center, etc.).

1. All causes listed above will be funded based on the availability of donated cash resources to support said defined causes and funding priorities shall be set and/or determined by the Board of Directors.

* Active Duty is defined as those who are serving on Active Duty regardless whether the individual was previously a Reservist, National Guardsman or a former Active Duty person called back into Active Duty from the Individual Ready Reserve.

ARTICLE TWO

Board of Directors

SECTION 2.1 GENERAL POWERS. The affairs, activities and property of “OME” shall be managed, directed and controlled by and its power exercised by and vested in the Board of Directors (the “Board”). Directors need not be residents of Texas.

SECTION 2.2 NUMBER, TENURE & QUALIFICATIONS. The number of Directors shall be not less than seven nor more than eleven. The initial number of Directors, including ex-officio Officers, shall be seven and they shall be elected by the incorporator of “OME” to serve a 3-year term. Thereafter, Directors shall be designated to serve by the Board. Directors may serve more than one three-year term. The Officers of “OME” (President/Executive Director, Vice-President and Secretary/Treasurer) shall be ex-officio members of the Board of Directors with voting rights.

SECTION 2.3REMOVAL FOR CAUSE. A Board member may be removed by the Board for cause when in its judgment the best interests of “OME” would be served by such removal without prejudice to the rights, if any, of the Board member so removed. A Board member may resign at any time by delivering a written notice to the Secretary/Treasurer or to the President of the “OME.” Vacancies due to resignations, removals, etc., may be filled by the Board for the un-expired term.

SECTION 2.4 CHAIRMAN OF THE BOARD The President/Executive Director shall preside as the Chairman of the Board for the three (3) year term of the Board.

SECTION 2.5 BOARD DUTIES. In addition to those duties outlined briefly in Section 2.1, the Board shall make decisions regarding the awarding of GRANTS to deserving petitioners and/or their families in support of the purposes outlined in ARTICLE ONE, Section 1.5, as well as consider decisions to partner with or to fund other deserving 501(c)(3) charities to accomplish the purposes so stated in ARTICLE ONE, Section 1.5. In the case of payments for Legal Counsel to address Disability Claims and Disability Ratings, payment will be made by “OME” directly to the Law Office representing the Claimant in direct support of the Claimant’s petition and that payment shall be defined as a Grant to the approved Active Duty service member petitioner. The Board shall set and determine priorities for funding the causes defined in Article 1, Section 1.5, and shall also be empowered to raise monies to support the purposes of “OME” and to determine investment strategies in accordance with reasonable and prudent fiduciary duties.

SECTION 2.6 QUORUM. A Quorum for conducting the business of “OME” shall be 5 members of the Board (includes ex-officio Officers). Decisions and transactions of scheduled business shall be by majority vote.

SECTION 2.7 NOTICE OF MEETINGS. Written notice stating the place, date and hour of any meeting of the Board shall be delivered to each Director or Officer entitled to vote at such meeting not less than 15 or more than 30 days in advance of the date of such meeting. Meeting notices shall be delivered by E-Mail. In the event a Quorum is not present, the Meeting may be adjourned and rescheduled for a later date.

SECTION 2.8 SPECIAL MEETINGS. Special meetings may be called for extremely important or emergency purposes upon written request of 3 members of the Board. Special meetings shall have a limited agenda specifically stated in the notice

thereof.

SECTION 2.9 COMPENSATION. Board positions are voluntary and there shall be no compensation other than reasonable and customary reimbursements for expenses incurred on behalf of “OME.” All such expense reimbursements shall be presented to the Secretary/Treasurer and approved by the President/Executive Director, or in the absence of the President/Executive Director, approved by the Vice-President.

ARTICLE THREE

Officers

SECTION 3.1 OFFICERS. The Officers of the “OME” shall be a President/Executive Director, a Vice-President and a Secretary/Treasurer.

SECTION 3.2 ELECTION, REMOVAL, RESIGNATION AND TERM OF OFFICE. The initial Officers of “OME” shall be elected by the Incorporator and they shall serve for a term of 3 years. Subsequently, the Officers of “OME” shall be elected by the Board at a regular meeting of the Board every three years during the spring of the year. An Officer may be removed by the Board for cause when in its judgment the best interests of “OME” would be served by such removal without prejudice to the contract rights, if any, of the Officer so removed. An Officer may resign at any time by delivering a written notice to the Secretary/Treasurer or to the President of “OME.” Vacancies due to resignations, removals, etc., may be filled by the Board for the un-expired term.

SECTION 3.3 COMPENSATION. All Officers shall serve on a voluntary basis with the exception of the President/Executive Director which position will be a paid contract position at a level of compensation established herein. The President/Executive Director shall be compensated $10,000.00 per month on a contract basis from the time of incorporation until three years forward. The Board shall have the power to award the President/Executive Director a bonus for exceptional performance, such performance to be determined by the Board with the recusal of the President/Executive Director from the Board proceeding when compensation or bonus levels are discussed and voted on. At the end of the initial three-year contract period, the Board shall consider and vote on the retention and compensation level of the President/Executive Director. No compensation will be paid to the President/Executive Director until such time as “OME” is reasonably well capitalized as determined by the Board of Directors and such payments for consulting/management services may be made retroactively to the date of start-up. Start-up is defined as the date when the State of Texas issues a Certificate of Incorporation or a Certificate of Formation to “OME”.

SECTION 3.4 PRESIDENT/EXECUTIVE DIRECTOR. The President/Executive Director shall have powers and duties consistent with the responsibilities of a Chief Executive Officer and the powers and duties of the President/Executive Director shall not be inconsistent with these By-Laws. The President/Executive Director shall have the power to execute contracts on behalf of “OME” in accordance with the Delegation of Authority attached to and made a part of these By-Laws. The President/Executive Director shall have the authority to supervise and control all of the business affairs and day-to-day operations of “OME” and shall sign all legal documents and tax returns on behalf of “OME.” The President/Executive Director shall have the power to apply for GRANTS from beneficial corporations to secure funding for the purposes of “OME”. Normal & customary reimbursements for expenses incurred on behalf of “OME” shall be reimbursable to the President/Executive Director and all such expense reimbursements shall be presented to the Secretary/Treasurer and approved by the Vice-President.

SECTION 3.5 VICE-PRESIDENT The Vice-President shall assist the President/Executive Director in the execution of his duties, including fund raising, and shall have other such functions as these By-Laws may provide or as the Board or President/Executive Director may assign from time to time. In the absence of the President/Executive Director, the Vice-President shall preside and conduct day-to-day operations and shall carry the authority of the President/Executive Director. Normal & customary reimbursements for expenses incurred on behalf of “OME” shall be reimbursable to the Vice-President and all such expense reimbursements shall be presented to the Secretary/Treasurer and approved by the President/Executive Director.

SECTION 3.6 SECRETARY/TREASURER.

Duties of the Secretary: The Secretary shall keep all minutes of meetings and shall be responsible for issuing, by E-Mail, written notices of scheduled Board meetings and Special meetings to Officers and Board members in accordance with these By-Laws. The Secretary shall be the custodian of records and the corporate seal for “OME” and shall, when required by law, affix the seal of “OME” to all documents so requiring the seal of “OME”. The Secretary shall keep a roster of the Officers and Directors of “OME” and shall maintain an up-to-date listing of postal addresses, E-Mail addresses and phone numbers for all Officers and Directors. The Secretary shall also be responsible for issuing Tax Acknowledgments to all donors and shall keep a list of names, addresses and phone numbers of all donors and shall perform all the duties incident to the office of the Secretary and as from time to time may be assigned by the President or by the Board. Normal & customary reimbursements for expenses incurred on behalf of “OME” shall be reimbursable to the Secretary/Treasurer and all such expense reimbursements shall be presented to the President/Executive Director for approval. Expense reimbursement checks payable to the Secretary/Treasurer shall be signed by the Vice-President or, in the absence of the Vice-President, the President/Executive Director. It shall be against “OME” Policy for the Secretary/Treasurer or any Officer to share the names, addresses and/or phone numbers, credit card or banking information, personal information, etc., of donors with any other organization regardless whether it be a non-profit or a for profit entity.

Duties of the Treasurer: The Treasurer shall have charge and custody of and be responsible for “OME” accounting records and books, all funds and securities of “OME,” shall receive and issue receipts for monies due and payable to “OME” from any source whatsoever and deposit all such monies in the name of “OME” in such banks, trust companies or other depositories as shall be selected in accordance with ARTICLE SIX, Section 6.3 of these By-Laws. The Treasurer shall perform all the duties incident to the office of the Treasurer and as from time to time may be assigned by the President/Executive Director or by the Board.

SECTION 3.7 RECORDS. Officers of “OME” shall make available for inspection at reasonable times to the Board all official records of “OME” for which they are responsible. Upon leaving office, each Officer shall turn over to his or her successor in good order such monies, books, records, documents and other property of “OME” as have been in his or her custody during his or her term in office.

SECTION 3.8 OME SEAL. The “OME” Seal shall be held by the Secretary/Treasurer. Affixing the “OME” Seal to a document does not add any force to or change the construction of any document and it is not mandatory to affix the “OME” Seal on documents issued by or on behalf of “OME.”

ARTICLE FOUR

Committees Of The Board

SECTION 4.1 COMMITTEES OF THE BOARD. The Board, by resolution adopted by a majority of the Directors in office at a meeting where a Quorum is present, may designate or appoint one or more committees, each of which shall consist of two or more Directors, to study an issue or issues and report back to the Board on its findings and/or recommendations. All committees shall be advisory only. Recommendations made by Advisory Committees may be presented to the full Board during a regular meeting of the Board for consideration by motion of an Officer or Director.

SECTION 4.2 COMMITTEE TENURE. Each member of a committee shall continue as such until the next annual meeting of the Board and until his or her successor is elected and duly qualified, unless the existence of the committee shall sooner be terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

SECTION 4.3 ASSIGNMENT TO A COMMITTEE. Each Committee assigned by directive of the Board shall elect from its membership a Chairman. The committee Chairman shall have responsibility for ensuring that the committee executes the task(s) assigned by the Board and the committee Chairman shall also be responsible for advising the Board regarding the findings and/or recommendations of the committee.

ARTICLE FIVE

Financial Considerations

SECTION 5.1 COMPENSATION OF OFFICERS & BOARD MEMBERS. No Officer or member of the Board of “OME” shall receive direct or indirect compensation for service to “OME” with the exception of the President/Executive Director which position shall be a compensated position. The compensation of the President/Executive Director is discussed in ARTICLE THREE, Section 3.3.

SECTION 5.2 COST CONTROL: It will be an objective of “OME,” when fully funded and operational, to control administrative costs and program costs to a target level of no more than 20% of “OME” revenues in a 12 month tax reporting/operating period. Costs to comply with statutory provisions of State and Federal law will be excepted (tax preparation fees, audit fees, etc.). strike – this is an error

SECTION 5.3 INITIAL CAPITALIZATION. Capitalization may be achieved through the securing of a federal loan(s) through the Small Business Administration (SBA) Program for tax-exempt/non-profits to start-up “OME.”

SECTION 5.4 FISCAL YEAR. The fiscal year shall be on a calendar year basis with the end of the fiscal period being December 31 of each year.

SECTION 5.5 LOANS TO DIRECTORS AND OFFICERS. No loans shall be made by “OME” to any of its Directors, Officers, employees or contract employees.

SECTION 5.6 EXPENSE ADVANCES TO OFFICERS FOR TRAVEL. Expense advances to an Officer for travel shall not exceed $500.00 for any travel to conduct the specific business of “OME.”

SECTION 5.8 ADVANCEMENT OF EXPENSES TO AN OFFICER OR DIRECTOR FOR INDEMNIFICATION. Reference ARTICLE SEVEN, Section 7.3.

SECTION 5.8 AUDIT. “OME” shall be audited and an audit opinion rendered by an Independent Audit firm each fiscal year ending December 31.

SECTION 5.9 ANNUAL REPORT. The Secretary/Treasurer shall prepare an annual report to be distributed to the Board not more than 5 months following the close of “OME’s” fiscal year. The annual report shall contain the following information in sufficient detail: