THE SHINING LIGHT FOUNDATION

BYLAWS

Article I: Name

1.1. The name of this Corporation shall be the THE SHINING LIGHT FOUNDATION,

hereinafter referred to as the “Corporation”.

Article II: Non-Profit Corporation

2.1 This Corporation is organized as a non-profit corporation under the laws of the State of

Louisiana.

Article III: Purposes

3.1 The purposes for which this Corporation is formed are as follows:

a. To receive and maintain a fund or funds and apply the income, and, to the extent authorized by the Board of Directors or any specific grant, gift, devise or bequest of property or funds, the principal thereof, to provide for the educational enhancement of children in pre-kindergarten through eighth grade by providing donations of educational materials directly to the schools;

b. To receive and disperse specific grants, gifts, and other bequests of property or funds to provide for the educational enhancement of children in kindergarten through twelfth grade by providing donations directly to the schools;

c. To make allocations or grants for charitable, scientific, or educational purposes, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“Code”), including for such purposes, making distributions to organizations that qualify as publicly supported exempt organizations under said Code;

d. To receive for any of its purposes, by way of grant, gift, devise, bequest, purchase, lease, exchange or otherwise, money, or other property, real, personal, or mixed, or any estate or interest, legal or equitable therein, without limitation as to amount or value; to donate, hold, sell, exchange or otherwise dispose of the same; to invest and reinvest both principal and income or both in such a manner as the Board of Directors may deem wise, and, without limitation, in those securities which by law are or may be authorized as trust investments; and to apply and distribute income, and except to the extent limited by any specific devise, or bequest of property or funds, the principle in such manner as its directors may deem best for the promotion and furtherance of any or all of the purposes stated in there articles;

e. To engage in all activities consistent with and in furtherance of all the above purposes.

Article IV: Duration

4.1 The period during which this Corporation is to continue as a corporation is perpetual.

Article V: Members

5.1 This Corporation shall be organized on a non-stock basis. The Corporation's Board of Directors may designate classes of membership and determine qualifications and privileges for such members as long as they do not conflict with the Corporation's Bylaws or Article of Incorporation.

Article VI: Board of Directors

6.1 The corporate powers and management of this Corporation shall be under the control of a board of directors consisting of no fewer than two (2) and no more than twenty (20) members, all of whom shall be volunteers. No paid personnel of this Corporation shall be eligible to serve as a member of the Board of Directors, and no member shall receive compensation for services as a director. Directors shall be entitled to have pre-approved expenses incurred in the service of the Corporation paid or reimbursed.

6.2 The members of the Board of Directors shall be elected from the community at large by vote of the members.

6.3 The Members of the Board of Directors shall elect a president, vice president, secretary, and treasurer of the Board.

6.4 The Members of the Board of Directors shall serve one (1) year terms, corresponding to the calendar year.

6.5 Members of the Board of Directors may serve successive terms.

Article VII: Meetings of the Board

7.1 Meetings of the Board of Directors shall be held at least twice a year. Additional meetings may be called by the president or upon the request of a majority of the directors currently in office.

7.2 Written notice of any meeting of the Board, whether regular or special, stating the time, date and location shall be sent to all Board members currently in office not less than five (5) business days prior to the meeting date. Notice shall be in writing, by email, fax, or by telephone.

7.3 The presence, in person or by proxy, of not less than one-half of the directors currently in office shall constitute a quorum for the purpose of transacting business. When unable to attend a meeting, directors shall have the privilege of submitting a proxy vote by email, telephone or mail.

Article VIII: Officers

8.1 The officers of this Corporation shall be elected by members of this corporation's Board of Directors and must be current members at the time of their election.

8.2 Officers shall be elected at the last regularly scheduled meeting of the year.

8.3 The officers of this Corporation shall be as follows: president, vice president, secretary and treasurer.

8.4 Any two or more offices may be held by the same person, except for the president.

8.5 All officers shall hold office for one year or until their successors is elected and qualified.

8.6 The president shall, subject to control of the Board of Directors, have general supervision, direction, and control of the Corporation's business and affairs and shall preside at all meetings of the Board. In addition, the president shall serve as ex-officio member of all committees.

8.7 The vice-president shall be vested with all of the powers and shall perform all of the duties of the president in the absence of the president.

8.8 The secretary shall see that accurate minutes of the meetings of the Board are kept and distributed to members within two (2) weeks of the meeting.

8.9 The treasurer shall be charged with collection and custody of the Corporation's funds and property and shall keep or cause to be kept full and accurate records of all receipts and disbursements in the Corporation's financial books. In addition, the treasurer shall keep or cause to be kept all monies and other valuables in the name and to the credit of the Corporation.

Article IX: Committees

9.1 The corporation shall have such standing and/or ad hoc committees as the Board of Directors shall from time to time establish. The membership, number of members, and their qualifications shall be fixed by the Board at the time committees are established.

9.2 The Corporation shall have an Advisory Board which shall consist of no more than fifteen (15) members, which shall be elected for one-year terms by the Board of Directors. The Advisory Board shall meet at such times and dates as suggested by the Board of Directors and shall make such recommendations to the full Board as the Advisory Board feels contribute to the mission of the Corporation.

Article X: Vacancies

10.1 All vacancies on the Board of Directors shall be filled by vote of the remaining members at any regular or special meeting. All vacancies among officers shall be filled by vote of the Board of Directors at any regular or special meeting. Such members or officers so elected to fill a vacancy shall serve the remainder of the unexpired term.

Article XI: Executive Directories

11.1 The Board of Directors may appoint and employ an executive director who shall be the general manager and fiscal agent responsible for administration of the Corporation's programs, finances, and personnel within the framework of policies, principles, and practices established by the Board. The executive director shall serve as a non-voting ex-officio member of the corporation's Board of Directors.

Article XII: Fiscal Year

12.1 The fiscal year of this Corporation shall begin on August 1 of each year.

Article XIII: Non-Discrimination

13.1 The members, directors, officers, committee members, employees, organizations, and individuals served by this Corporation shall be selected on a non-discriminatory basis with respect to age, sex, race, religion, handicap (mental or physical), and national origin.

Article XIV: Amendments

14.1 The bylaws of this Corporation may be altered or repealed by majority vote of the Board of Directors at any regular or special meeting, provided that notice of the proposed amendment or amendments has been given in the meeting announcement.

Article XV: Dissolution of Corporation

15.1 Upon the dissolution of the Corporation or the winding up of its affairs, its assets shall be distributed to an organization which qualifies as a tax-exempt organization under Section 501(c)(3) of the Code, and its Regulations as they now exist or as they may hereafter be amended.

I hereby certify that the above and foregoing is a true and correct copy of the Bylaws of The Shining Light Foundation duly adopted by the Board of Directors of October 2, 2015

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CAROLYN FRENCH, President