West Virginia Lions Charitable Foundation, Inc.

GOVERNANCE

BOARD OF DIRECTORS: This Foundation shall consist of and be governed by a Board of Directors consisting of the Multiple District 29 LCIF Coordinator as Chairperson and the four district LCIF Coordinators, one each from Districts 29-L, 29-I, 29-O, and 29-N and their successors in office and three (3) Trustees of hte West Virginia Lions Sight Conservation Foundaion, Inc. and their successors in office, the latter being appointed by the President of the West Virginia Lions Sight Conservation Foundation, Inc., their terms on this Foundation to coincide with their terms as Trustees of hte WVLSCF, Inc. The total number of Directors shall be no more that eight (8) including the Chairperson.

OFFICERS & COMMITTEES: The officers shall be elected by the Board of Directors at the annual meeting of the Directors, or a such other times as the Board may determine. The officers of the Foundation shall be members of the Board of Directors and shall consist of a President, Vice President, Secretary, and Treasurer plus any other officers as may be designated by the Board of Directors. Officers shall hold offices for a period of one (1) year or until their successors are elected. Any officer elected or appointed by the Board of Directors may be removed at any time with or without cause by the majority vote of the whole Board of Directors bring five (5) votes.

President: the President shall be the Chief Executive Officer of hte Foundaion and shall preside at all meetings of the Board of Directors. He/She shall enforce the rules and By-Laws of the Foundation, nominate committees, and serve as ex-officio member of all committees.

Vice President: the Vice President shall be responsible for the duties and exercise the powers of the President during the absence and disability of the President.

Secretary: the Secretary shall be responsible for keeping all documents and records of the Foundation including but not limited to recording minutes of all meetings of the Directors. In the absence of the Secretary at meetings, the President shall appoint a temporary Secretary to record the minutes.

Treasurer: the Treasurer shall maintain the financial records of the Fondation. The Treasurer shall receive all monies and deposit said money in a bank account in the name of the Foundaion, and shall disburse all monies as have been approved by the Directors and are due and payable. All checks require signatures of the Treasurer and the President or their designated representative. In addition, the Treasurer shall prepare and present a financial report for each meeting of the Directors. The Treasurer shall also give boand for the faithful performance of his/her duties in an amount designated by the Board of Directors.

OFFICERS & COMMITTEES:

Executive Committee: There shall be an Executive Committee composed of the officers of the Foundation. The Executive Committee shall meet at the call of the President or any two officers to conduct the affairs of the Foundaion between meetings of the Directors. All action taken by the Executive Committee shall be subject to ratification by the Directors. Two members of the Executive Committee shall constitute a quorum for the transaction of business by the Exectutive Committee.

Other Committees: the President, from time to time, may appoint such committees from the membership of the Board of Directors as may be necessary to carry out he business of the Foundation.