Official By-Laws of

Kendra’s Kisses, The Kendra Vermont Foundation

Adopted March 21, 2008

I. Name

1. The name of this organization shall be:

Kendra’s Kisses, The Kendra Vermont Foundation, Inc.

II. Mission Statement

Kendra’s Kisses, The Kendra Vermont Foundation is a charitable organization dedicated to provide assistance in the form of social, emotional, and financial support to families and caregivers in need when a child or children of that family is diagnosed with a life threatening illness, specifically cancerous brain tumors. This assistance will be in the form of toys, gifts, and grants directly to children, their families or caregivers. This organization will solicit funds through various events and fundraising activities.

III. Board of Directors

1. The Board of Directors shall serve without pay and consist of five members.

2. Eligibility criteria shall be a duty to serve and assist families in need.

3. Board members shall serve for a term of four years.

4. Vacancies shall be filled by the Board, with the recommendation of the         Executive Director.

5. Board members with two absences from annual meetings shall be dismissed from the Board.

IV. Officers

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

2. Elected officers will serve a term of four years.

3a. The President shall preside at all Board meetings, appoint committee members, and perform other duties as associated with the office.

3b.The Vice-President shall assume the duties of the President in case of the President’s absence.

3c. The Secretary shall be responsible for the minutes of the Board, keep all approved minutes in a minute book, and send out copies of minutes to all.

3d. The Treasurer shall keep record of the organization’s budget and prepare financial reports as needed.

V. Committees

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

VI. Meetings

1. Regular meetings shall be held annually on March 21.

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

3. Agendas shall be provided at least 14 days in advance.

VII. Voting

1. A simple majority of board members constitutes a quorum.

2. In absence of a quorum, no formal action shall be taken

except to adjourn the meeting to a subsequent date.

3. Passage of a motion requires a simple majority.

VIII. Conflict of Interest

1. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.

2. This conflict of interest policy has been adopted my majority vote as part of the original official by-laws

IX. Fiscal Policies

1. The fiscal year of the board shall be January 1 to December 31.

X. Programs

1. Fundraising programs and activities shall include but not limited to events such as fishing, poker and golf tournaments, and raffles. Funding may also come from corporate organizations and public or private donations of goods, services and funds acquired through solicitation via email, mail, personal, and phone contacts as well as donations accepted on the Kendra’s Kisses’ website.

2. Assistance will be limited to those families of children age eighteen or younger, living in the South Florida tri-county area, currently undergoing treatment for a life threatening illness, specifically cancerous brain tumors, and not in remission. Special preference will be given to those children who are patients of Miami Children’s Hospital, Joe DiMaggio’s Children’s Hospital, Memorial Sloan Kettering Cancer Center and St. Jude’s Children’s Research Hospital. Any award of funds other than stated above or any variation to this requirement must be voted on and passed by a simple majority.

3. Kendra’s Kisses will accept requests for funds from any family that meets these requirements and completes an application form. Each application will be reviewed by the board and appropriations will be authorized by a majority of the board.

4. Assistance to approved children and their families will be primarily in the form of monetary support. Any request for assistance of other goods and services will be addressed on a case by case basis.

XI. Amendments

1. These by-laws may be amended by a two-third vote of Board members present at any meeting, provided a quorum is present and provide a copy of the proposed amendment(s) to each Board member at least one week prior to said meeting.

XII. Dissolution of organization

1. Upon dissolution of this organization, all remaining funds, after the sale of any property and holdings, shall be donated to St. Jude Children’s Research Hospital located at 332 N. Lauderdale Street, Memphis, TN 38101.